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Stock code `：` 2630

AIR ASIA Company Limited 2021 Annual General Shareholders’ Meeting Agenda

Handbook

Date: June 23, 2021 Place ： No.1050, Jichang Rd., Rende Dist., Tainan City

	Table of Contents	Table of Contents
ONE.	Meeting Procedure …………………………………………		1
TWO.	Meeting Agenda …………………………………………		2
THREE.	Report Items	……………………………………………	4
FOUR.	Matters for Ratification ……………………………………………		5
FIVE.	Discussion Items ……………………………………………		6
SIX.	Election Matters ……………………………………………		8
SEVEN.	Other Matters	……………………………………………	9
EIGHT.	Extempore motion ……………………………………………		9
NINE.	Meeting Adjourned ……………………………………………		9
TEN.	Annexes
	Annex 1	Business Report of 2020 ……..……………………	10
	Annex 2	Audit Committee Audit Report of 2020 …..………	17
	Annex 3	Independent Auditors’ Report and Financial	18
		Statements of 2020
	Annex 4	Comparison table for the amendments of “Ethical	38
		Corporate Management Best Practice Principles”
		before and after revision
	Annex 5	Comparison table for the amendments of	40
		“Procedures for Ethical Management and Guidelines
		for Conduct” before and after revision
	Annex 6	The distribution of 2020 earnings ……..…………	43
	Annex 7	Comparison table for the amendments of “Articles	44
		of Incorporation” before and after revision
	Annex 8	Comparison table for the amendments of “Rules of	45
		Procedures for Shareholders’ Meeting” before and

		after revision
	Annex 9	List of Director Candidates ………………………	48
	Annex 10	List of Independent Director Candidates ………...	50
	Annex 11	Details of relieved competition for newly-elected	52
		Directors and their representatives
ELEVEN.	Appendix
	Appendix 1	Ethical Corporate Management Best Practice	53
		Principles
	Appendix 2	Procedures for Ethical Management and Guidelines	60
		for Conduct
	Appendix 3	Articles of Incorporation …………………….……	69
	Appendix 4	Rules of Procedures for Shareholders’ Meeting ....	75
	Appendix 5	Procedures for Election of Directors ……………..	85
	Appendix 6	Shareholdings of all Directors …….…..…………	89

亞洲航空股份有限公司

Air Asia Co., Ltd

ONE. Meeting Procedure

AIR ASIA Company Limited Procedure of the 2021 Annual General Shareholders’ Meeting

One. Meeting Commenced Two. Chairman’s Statement Three. Report Items Four. Matters for Ratification Five. Matters for Discussion Six. Election Matters Seven. Other Matters Eight. Extempore motion Nine. Meeting Adjourned

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TWO. Meeting Agenda

AIR ASIA Company Limited Agenda of the 2021 Annual General Shareholders’ Meeting

Date＆Time：June 23, 2021 (Wednesday) at 10 am

Place：No.1050, Jichang Rd., Rende Dist., Tainan City

(Same Company Building 2nd Floor)

Meeting Commenced
Chairman’s Statement

3. Report Items

(1) Business Report of 2020
(2) Audit Committee Audit Report of 2020
(3) Distribution of employees’ profit sharing bonus of 2020
(4) To report the distribution of 2020 earnings
(5) Comparison table for the amendments of “Ethical Corporate Management Best Practice Principles” before and after revision
(6) Comparison table for the amendments of “Procedures for Ethical

Management and Guidelines for Conduct” before and after revision

Matters for Ratification
(1) Business Report and Financial Statements of 2020
(2) Proposal of Distribution of 2020 earnings

5. Matters for Discussion

(1) New shares issued from earnings and capital reserve transfer to capital increase
(2) Amendment to the “Articles of Incorporation”
(3) Amendment to the “Rules of Procedures for Shareholders’ Meeting”
Election Matters

Reelection of Directors and Independent Directors

Other Matters

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To lift restrictions on competition behavior of newly-elected Directors and their representatives

Extempore motion
Meeting Adjourned

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THREE. Report Items

Business Report of 2020

Description: Business Report of 2020 is attached as hereto as Annex 1. (Please refer to page 10~16)

Audit Committee Audit Report of 2020

Description: Audit Committee Audit Report of 2020 is attached as hereto as Annex 2. (Please refer to page 17)

Distribution of employees’ profit sharing bonus of 2020

Description:

(1) Pursuant to Company Articles 22 of Incorporation, Company makes an appropriation of 1% to 3% for employees’ profit sharing bonus when Company makes annual profit.
(2) Employee profit sharing bonus distributed of 2020 are 2%, total amount is NT$ 678,133 in cash.
(3) Company did not distribute compensation to directors.
To report the distribution of 2020 earnings
(1) This proposal is made in accordance with Article 23 of the Articles of Incorporation of the Company. The Board of Directors of the Company is authorized to distribute in whole or in part of the of surplus dividends or legal reserve, will be paid in cash and reported to the shareholders' meeting.
(2) The distribution of cash dividend is NT$0.15 per share, totaling NT$19,675,656. The cash dividend being distributed shall be rounded off proportionately to the nearest Taiwan dollar; where there is any cash dividend less than TWD 1, its calculation shall be adjusted in line with a progressive decrease in decimal numbers and a progressive increase in shareholder numbers so that the total of dividend distribution is fully accounted for.
(3) It was approved on February 23, 2021 by the 8th meeting of the 16[th] term of Board of Directors, and the Chairman of the Company would be fully authorized to deal with matters in connection with the change (if any) to the stock dividend ratio distributable to shareholders as a result of a change in the total outstanding shares of the Company arising from any reasons.
Comparison table for the amendments of “Ethical Corporate Management Best Practice Principles” report

Comparison table for the amendments of “Ethical Corporate Management Best Practice Principles” before and after revision is attached as hereto as Annex 4. (Please refer to page 38~39)

Comparison table for the amendments of “Procedures for Ethical Management and Guidelines for Conduct” report

Comparison table for the amendments of “Procedures for Ethical Management and Guidelines for Conduct” before and after revision is attached as hereto as Annex 5. (Please refer to page 40~42)

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FOUR. Matters for Ratification

Matter 1: Proposal and ratify the Business Report and Financial Statements of 2020.

(Proposed by the Board of Directors)

Explanation:

(1) Financial Statements and Consolidated Financial Statements of 2020 have been audited by Yen-Ta Su and Hui-Yuan Chen of KPMG. A collate with Business Report of 2020 have been submitted to be audited by the Audit Committee, and the auditing has been completed.
(2) Business Report, Independent Auditors’ Report and the aforementioned Financial Statements of 2020, is attached as hereto as Annex 1. (Please refer to page 10~16) and Annex 3 (please refer to page 18~37).

Resolution:

Matter 2: Proposal and ratify for the distribution of 2020 earnings.

(Proposed by the Board of Directors)

Explanation:

(1) 2020 net profit after tax is NT$42,388,245. After setting aside the legal reserve of NT$4,238,825 and appropriated retained earnings of NT$58,257, adding beginning retained earnings of NT$224,534. Totaling retained earnings available for distribution are NT$38,315,697. Based on the current 131,171,040 shares, cash dividends will be NT$$0.15 per share, the stock dividend will be NT$0.14 per share, and the total dividend is NT$0.29 per share, for a total of NT$ 38,039,606.
(2) Table of “Distribution of 2020 earnings” is attached as hereto as Annex 6. (Please refer to page 43).

Resolution:

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Air Asia Co., Ltd

FIVE. Discussion Items

Matter 1: New shares issued from earnings and capital reserve transfer to capital increase

(Proposed by the Board of Directors)

Explanation:

(1) To strengthen the capital structure, the company proposes to allocate a stock dividend of NT$18,363,950 from its distributable surplus for transfer of capital increase and issuance of 1,836,395 new shares in 2020, and also allocate NT$39,351,320 from the capital reserve transfer of capital increase for issuance of 3,935,132 new shares. The capital increase amounted to NT$57,715,270 and issued 5,771,527 new shares with a par value of NT$10 per share.
(2) New share issuance in the recent capital increase is calculated on the base date of share number held by the shareholders. The surplus transfer to capital increase is distributed with 14 free shares per thousand shares, and the capital reserve transfer to capital increase is allotted 30 free shares for each thousand shares. Fractional shares may be paired with one another, held by other shareholders into a whole share within 5 days. For shares remained factional with or without being paired, upon expiration of the said period, cash will nevertheless be paid according to their par value and rounded to the nearest full Taiwan Dollar (to pay TDCC fee or no physical registration fee) and the Chairman is authorized to look for specified persons to buy the fraction of shares according to willing of the portion of shares held by shareholders.
(3) The rights and obligations of increase capitalization to issue new shares are as the same as those of the original shares issued, with no physical issuance. Regarding the issue of new shares, after the current shareholders ‛meeting is approved and submitted to the competent authority for approval, it is proposed to submit to the shareholders’ meeting to authorize the Board of Directors to set the base date for capital increase and allotment and related matters.
(4) It is proposed that the Board of Directors would be fully authorized to deal with matters in connection with the change (if any) to the shares dividend ratio distributable to shareholders as a result of a change in the total outstanding shares of the Company arising from any reasons.
(5) If the matter needs to be amended due to changes in Acts or Regulations of the competent authority, it is intended to be submitted to the shareholders' general meeting to authorize the Board of Directors to handle.

Resolution:

Matter2: Amendment to the Articles of Incorporation.

(Proposed by the Board of Directors)

Explanation:

(1) To go with the Company´s business needs, we proposed to adjust the total capital from NT$1.8 billion to NT$2.1 billion and divide into 210 million shares with NT$10 each, which shall be distributed in separate times. Among them, NT$260 million, around 26,000 thousand shares, is retained for converting issued convertible bond to stock swop.
(2) Comparison table for the “Articles of Incorporation” before and after revision, is

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attached as hereto as Annex 7 (Please refer to page 44).

Resolution:

Matter 3: Amendment to the Rules of Procedures for Shareholders’ Meeting.

(Proposed by the Board of Directors)

Explanation:

(1) In line with the Taiwan Stock Exchange (TSEC) to improve the corporate governance as well as to safeguard both rights and interests of shareholders, to amend “Rules of Procedures for Shareholders’ Meeting”.
(2) Comparison table for the “Rules of Procedures for Shareholders’ Meeting” before and after revision, is attached as hereto as Annex 8 (Please refer to page 45~47).

Resolution:

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SIX. Election Matter

Reelection of Directors and Independent Directors.

(Proposed by the Board of Directors)

Explanation:

(1) The expired date of the 8[th] Directors term of office falls on June 10, 2021, and the company proposes to conduct the reelection of the 9[th] Directors in the General Shareholders’ Meeting scheduled to hold soon.
(2) A must to meet the Corporate Governance Blueprint (Latest Version 2018-2020) and real practice needs, chairman and general manager or equivalent to such positions that is identical the same person or each other’s spouse with first-degree kinship can require additional seats of independent directors, and more than half of them are concurrently neither employees nor managers of the company.
(3) In accordance with the provisions in Article 14 of “Articles of Incorporation”, a total of 11 Directors (including 4 Independent Directors) is required to be elected, and the Director election adopts the candidate nomination system for a term of three years (beginning from June 23, 2021 to June 22, 2024). The tenure of existing Directors terminates in the upcoming Shareholders Meeting. Please refer to Annex 9 and Annex 10 for the list of candidates for directors and independent directors (Please refer to page 48~51).
(4) The election was held in accordance with the “Procedures for Election of Directors”. Please refer to Appendix 5 (Please refer to page 85~88)
(5) Please elect.

Election result:

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SEVEN. Other Matters

To lift restrictions on competition behavior of newly-elected Directors and their representatives.

(Proposed by the Board of Directors)

Explanation:

(1) The Article 209 of the Company Act regulates: "A Director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the Meeting of Shareholders the essential contents of such an act and secure its approval."
(2) To be in line with the election of new Directors, the company proposes the Shareholders' Meeting for the consent to lift restrictions on the competition behavior of newly elected Directors and their representatives.
(3) For details of relieved competition for newly-elected Directors and their representatives, please refer to Annex 11 (Please refer to page 52).
(4) Please discuss.

Resolution:

EIGHT. Extempore motion

NINE. Meeting Adjourned

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TEN. Annexes

Annex 1.

AIR ASIA Company Limited Business Report

Business Report of 2020
(1) Business Implement Outcome

Total revenue for 2020 was NT$3,895,091 thousand dollars, the net profit after tax was NT$42,388 thousand dollars, earnings after tax was NT$ 0.32 per share.

(2) Budget Implementation

Annual business revenue was NT$3,895,091 thousand dollars in 2020, compared to the budgeted amount of NT$3,782,970 thousand dollars increased NT$112,121 thousand dollars; after-tax net profit was NT$42,388 thousand dollars, compared to the budgeted amount of NT$110,052 thousand dollars decreased NT$67,664 thousand dollars; the business of commercial airplanes was influenced due to the Covid-19 epidemic, revenue decreases and the rise of idle costs incurred by insufficient labors results in lower gross profits than expected; but Air Force 2[nd] Logistics Area Command projects’ capacity increase, the revenue increased than budget.

(3) Analysis of financial income and expenditure and profitability

Company’s net profit after tax in 2020 was NT$42,388 thousand dollars, business revenue and profitability were as follows:

  - A. Business revenue in 2020 was NT$3,895,091 thousand dollars, a decrease of 18,200 thousand dollars compared to NT$3,913,291 thousand dollars in 2019.

  - B. Net profit after tax in 2020 was NT$42,388 thousand dollars, decreased NT$2,623 thousand dollars compared to NT$45,011 thousand dollars in 2019, earnings per share after tax was NT$ 0.32.

Business Plan Overview of 2021
(1) The Business Side
- A. Commercial aircraft maintenance business

Civil Aviation Division is a professional maintenance hangar that mainly targets single-aisle narrow-body/spur aircraft such as Boeing B737, Airbus A320 series and Bombardier Dash 8-Q400. Base on “maintaining existing customers” and “developing new customers” strategy, setting short-, medium- and long-term plans to expand capability and strive for new customers and fleets to enter the hangar.

In recent years, the company has used professional independence, competitive maintenance cycles, customized services and advantageous management, and in coordinate with the government's Southbound Policy and implement various business development plans, As the factory’s number of time for airplane maintenances dropped to 44 due to the epidemic in 2020, the company has now adjusted its strategy by negotiating with leasing firms for the need of return/parking business. During the epidemic period, it also actively prepared to build up the maintenance energy for ATR,

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and tried to earn the authorization from Canada-based De Havilland to rank as a formal repairer of DHC-8 models. As soon as the global epidemic comes to an end and service scopes are expanded as expected, the company’s overall revenue will be enhanced significantly. To comply with Taiwan’s epidemic effectiveness, the company offers relevant supporting measures and subsidies, an attempt to attract more customers to its factory in the future.

The line maintenance capability set up has completed in 2018. It began to enter the main Domestic Airports such as Taoyuan, Taichung, Tainan and Kaohsiung in 2019. In the future, it will further extend to Songshan Airport in line with customers’ needs and provide customers on-line immediate maintenance needs, As the international air transportation still trapped in the continuous spread of Covid-19 epidemic, the passenger business has not fared well than that of freights for the time being, and the maintenance of shutdown lines focused efforts to seek full-agent service of cargo aircraft. Thus, the company has completed a planning to strengthen services in the sign-off authorization of Boeing B737CL freighters. By taking advantage its idle manpower, the company accepts the commercial maintenance of King Air 200 NA301 for the National Airborne Service Corp. of the Ministry of the Interior, and also supports UH-60M for line maintenances, thus maintaining the energy of shutdown lines effectively. If the vaccine development become a success and epidemic is controlled worldwide, on line maintenances services will be offered to meet customer’s requirements of resumed flights, in order to expand the territory in the increasingly competitive aerospace maintenance market, to serve more customers.

B. Government and military aircraft maintenance business

According to the contract, the “Air Force 2nd Logistics Command Military Factory Delegating Private Operation Project” and the “Air Force Songshan Base Command Rehabilitation Supply Team Delegating Private Operation Project” all kinds of aircraft and components maintenance business, based on the principle of Aviation Safety first, On-schedule completion of the military commissioned work, to ensure annual maintenance completed, to meet customer needs, support the shortage of troops, carry out war, play and training tasks.

Fully use the GOCO project of the Air Force 2nd Logistics Command Military Factory to transfer assets and perform third-party operations (Pingdong Aircraft maintenance hangar-FBO, painting and stripping, MRO/Taichung's component maintenance plant, hydraulic II certification project) to increase overall revenue and create operational results of the GOCO project.

Actively strive for the “Air Force Songshan Base Command Rehabilitation Supply Team Delegating Private Operation Project” to include the third party’s operation works, inspection system repair project, and LIMS supply works are included in the transfer work in the new contract (January 1, 2022) to expand the scope of services and total contract price, and to increase extended works on shutdown lines of civil aircraft and extra income as well.

Actively apply and strive for “Air Force 2nd Logistics Command Military Factory Delegating Private Operation Project” contract renewal (January 1, 2023 - December ， 31, 2027) to achieve the goal of sustainable operation.

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Based on relevant regulations of the "National Defense Industry Development Ordinances", military manufacturers are required to apply for a qualification certificate with a distinction of three levels: A, B, and C. This thereafter serves as a qualification and score when participating in procurement cases of the Ministry of National Defense. In cooperation with the special project office, the company’s business department is conducting several preparations to obtain the mentioned qualification certificate and engage in the national defense affairs, paving the way for the company to gain an utmost benefit .

C. Vertical Flight maintenance business

The company has obtained the authorized maintenance center of American Bell Helicopter and Breeze-Eastern; At present, a technical support agreement with Sikorsky Helicopter Company has been signed.

To reliably fulfill the commercial management and maintenance accord reached for UH-60 Black Hawk helicopters of the National Airborne Service Corp. in 2021-2025, and ensure customer’s smooth missions and satisfactions in “flight safety first, quality priority, and fair maintenances”.

Signed a strategic business maintenance plan for OH-58D, CH-47SD, TH-67 and other helicopters with the ROC Army to carry out perform airframe, engines, and components business to support the reliability of the ROC Army ’s various aircraft fleets to meet the needs of combat training.

ROC Army TH-67 Identification Friend or Foe equipment restructuring and OH-58D AHRS Attitude & Heading Reference Systems procurement and maintenance projects are mapped out to implement both replacement and partial deliveries beginning in 2021, and the problem in the proper rate of the troop is solved, effectively. In addition, CH-47SD aircrafts related cockpit display and other equipment have been used for a long time, the system is old, the replacement/upgrade program has been proposed.

Using professional helicopter maintenance technology and plant equipment, plan and execute the GOCO project MD500 helicopter plant-level (D/L) planned IRAN maintenance operations.

Continue to operate the inspection and repair operations of the rescue hoists and cargo hooks of National Airborne Service Corps, ROC Air Force, ROC Navy and BreezeEastern Company of South Korea DAPA.

Actively develop BL20200 series Rescue Hoist and FE-75900 cargo hooks maintenance capacity and Certification Regulations, cooperate with Asian helicopter Hoist maintenance needs, actively explore potential markets, expand service scope, to improve operational performance.

(2) Future Business development strategy
A. Commercial aircraft maintenance business
- Affected by the Covid-19 epidemic, several foreign airlines cancelled and/or transferred maintenance plans to their local factories. In addition with the cooperation with domestic airlines, the company has reversed its strategic focus to leasing firms in seeking business of parking and major repairs of returning airplanes in order to increase its revenue. To encourage existing foreign airlines to arrange more maintenances in the factory, lots of assistances regarding epidemic prevention

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packages for technical representatives when they stay in Taiwan are offered by the company, plus other conveniences and incentives; the short, Medium-term and longterm plans for the market are as follows:

a. Short-term goals:
- Striving for Line Maintenance business: Actively strive for the full agency service of air cargos. Expecting through Line Maintenance, strive for further Heavy Maintenance markets.
- Develop new markets: Intensify the domestic market by extending services to leasing firms and negotiating the business in parking/returning airplanes for major inspection purposes.
b. Medium-term goal: To enlarge customer base, and offer more service models.
c. Long-term goal: To build up thresholds, upgrade service quality, factory digitization, and hold regular quality meetings with customers.
B. Government and military aircraft maintenance business

Establish Taiwan hardware fastener coating and electroplating center: Taichung's component maintenance plant has 25 electroplating tanks, which can operate chrome plating, cadmium plating, anodizing, etc., in order to expand the use of transfer equipment, manpower and strive for third-party operations, already obtained ISO 9001 and AS9110 certification, and submit to join 「 Taichung Tanya Shen Industrial Manufacturers Association 」 , through marketing promotion, strive for electroplating foundry, to expand production capacity.

Applying NADCAP accreditation: In order to strive for the electroplating of civil aviation aircraft and expand the production capacity of the Taichung Electroplating Center, currently processing related procedures such as program manual compilation and Applications of Counseling. It is expected to formally apply for accreditation before March 31, 2021.

Include Air Force SongShan Air Force Base purchase project: the three-year (20192021) contract of the Air Force SongShan Air Force Base “Automated Flight Test System Maintenance Contractor Operated Project (EK08004L032)”, company has won the bidding and lobbied the military for the project. The military has agreed when the contract to be renewed in 2022, the automated flight test system maintenance will be included in the scope of work, which effectively establish entry barrier and prevent the competitors from participating in the bidding.

Strive for cooperation and development capability: F-16 hydraulic HYD-II Taichung Components Maintenance Plant has been certified 20 hydraulic components maintenance capability, and follow-up work items relating to the F-16 project include hydraulic HYD-I together with nine technical transfers, one oxygen regulator technical transfer, and P-3C propeller system, totaling 16 technical transfer projects, and F-16 mechanical engineering projects, after the capability set up completed and certificated, except it can be included in the Air Force 2nd Air Logistics Center GOCO project transfer capability inventory to undertake the Air Force work and also strive to be included in the third-party operation.

Actively expand third-party operations: plan to expand the third-party operation of Pingdong maintenance plant to implement business aircraft FBO, civil aircraft

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painting and stripping/MRO and Taichung Components Maintenance Plant electroplating and surface treatments, and establish Air Force 2nd Air Logistics Center Military Factory the Government Owned Contractor Operated project “entry barriers”. To strive for the best favorable position for the renewal/new contract.

Military manufacturer level certification: In accordance with proposals made by the special project office, the military aircraft division is actively preparing relevant assessments for its level certification to be granted by the defense industry, and ensure such qualification and advantages to gain biddings in the years to come.

C. Helicopter Business Unit maintenance business

Currently negotiating with the South Korean military and government agencies (UH60 and KUH-1) Breeze-Eastern rescue hoists and cargo hooks repair/overhaul contract; actively promoting/marketing rescue hoists repair business to Southeast Asian countries (Thailand, Malaysia).

Currently promoting Sikorsky rotor blade maintenance, domestic S-70C can be implemented through a COGO maintenance contract or project. The UH-60 rotor blade maintenance is carried out through the maintenance of National Airborne Service Corps Fleet Contractor Operated project; in the meantime, we are promoting S-70 and UH-60 helicopter rotor blades maintenance capacity to South Korea and Thailand.

By employing advantage of the GOCO case, an implementation project of the Navy’s S-70C body anti-corrosion, rust prevention, deep inspection, and maintenance, the company expects to follow up a complete aircraft service on commercial maintenances soon.

To further upgrade the avionics performance of the Army's TH-67 helicopters, maintain an appropriate fleet condition, and create more revenue eventually.

D. Fully utilize the Government-owned private operated Dasheng Military Camp to implement third-party operations, activate airport’s usage, and increase maintenance capacity. It has been certified by the Civil Aviation Administration of the United States, Taiwan, Russia, Philippines, Indonesia, Cayman, South Korea, Vietnam, Bermuda and Laos. The implementation of the aircraft maintenance business within the country, in the future will in line with the renewal schedule of Civil Aviation Authorities of other countries, conduct Dasheng Military Camp maintenance plant certification operations.
(3) The management side

In order to achieve the overall business objectives, we will actively control the overall business and operation, take advantage of the professional division of talents, strengthen teamwork, and continue to strengthen key points in management as follows:

A. To improve the manpower of performance.
a. Continuous manpower reduction, aiming at maximizing per capita output.
b. The recruitment and the selection process are objective and impartial in order to select suitable employees.
c. Reward the personnel who has licenses and trained professionals to enhance the competitiveness of the civil aviation business.
B. Professional Training to Cultivate Human Resources

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a. Train technical manpower reserve talents through training with universities and colleges and organize aircraft maintenance training courses to enhance quality manpower and enhance maintenance ability.
b. Introduce the youth workplace training plan, pay attention to youth workplace adaptability and professional skills learning to improve youth job satisfaction and employment stability.
c. Establish the corporate human resources performance improvement plans, in accordance with company policy and functional gaps to organize training courses in various professional fields and continuously improve the manpower quality of the corporate employees.
d. Supervise the training of the management functions to consolidate the teamwork and play a comprehensive management effect.
e. Encourage and assist employees to obtain licenses to increase the proportion of employees in civil aviation licenses and improve existing maintenance standards.
f. To acquire an evaluation certificate of the talent development and quality management for the training institution of enterprise, thus enhancing the operation efficiency of training system.
C. Manpower use and competitiveness
a. Continuously analyzing the use of manpower and control of idle manpower, enforcement of cross-unit transfers, and placement to the work position after eligible training to fully utilize manpower.
b. Encourage production units to handle human resources exchanges and secondexpertise retraining to meet the goals of working capacity, adjusting human complementarity and reducing idle capacity.
c. In line with operational requirements, to shift, rotate and adjust the manpower, to strengthen competitiveness.
d. The manpower recruitment adopts a contract-signing method for people who both joined the B1 class set up for aircraft maintenance and civil aviation licenses by the industry-academy cooperative schools and passed the test on this subject.
D. Certification and quality improvement
a. Strive to obtain the EASA and NADCAP quality management system certification, and maintain the maintenance certificate and capability granted by the civil aviation authorities of various countries to effectively expand the market.
b. Implement comprehensive safety and overall quality assurance with the Safety Management System to effectively improve quality.
c. Establish CAA Civil Aviation Personnel Maintenance Training Institute, the maintenance personnel training is based on the training energy that is approved previously, an effort to optimize training quality and cut down costs.
E. Strict control and reduce operating costs
a. Use internal control and information systems to strictly control the budget and reduce company expenses.
b. Strengthen bargaining with manufacturers and reduce operating costs to ensure company profits and achieve set goals.

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c. Continuous review to reduce inventory of raw materials, as the goal of immediate receipt and dispatch, and reduce the inventory accumulation time.
d. Expanding business sources and conditions to reduce the time and cost of waiting for lack of raw materials, and regularly review the materials are unconsumed of each project to reduce the occurrence of inventory.
e. The company's bulk materials are delivered from the United States, In comparison, 2019 and 2020 encountered a downward trend by declining about 30%. Imports of international express delivery also decreased by 51%. The reason after analyses: the number of commercial aircraft entering the factory decreased considerably due to the impact of Covid-19 epidemic in 2020. This caused a relatively reduction in both purchase orders and quantity of materials for commercial aircraft maintenances.
f. The export air freights added by an amount of NT$2,068,159 in 2020, compared with the previous year. The increase attributed to the price hike of export air freight in 2020, up about 30%. When the Covid-19 epidemic broke out in early 2020, the number of the nations' passenger airlines to the United States and Europe diminished considerably (fewer cargo cabins available within passenger planes), making the cabin capacity fully occupied by cargo aircraft. Thus, the air freight skyrocketed.
g. For the most part, the company uses Fedex (more advantages in transportation/customs clearance efficiency) to transport AOG commercial aircraft maintenance materials. The percentage of using Fedex express delivery from the United States to Taiwan represents about 75%, and Singapore to Taiwan stands at 25%, respectively. In view of the express freight increase beginning in 2019, Fedex agreed to render a preferential price after negotiations. Statistics show that a 30% drop was offered from the United States to Taiwan, and 20% drop from Singapore to Taiwan in 2020.
h. Latest statistics show that the import and export air freight totaled NT$37,496,019 in 2020, a decline of NT$14,554,004 from NT$52,050,023 registered in 2019. The impact of Covid-19 epidemic and Fedex’s preferential price are main reasons behind the reduction.
i. Regarding the customs declaration of domestic aviation materials, the performance evaluation for successful customers brokers in 2021 include import customs declarations, transportation operations, tax exemption letter verifications, and payment operations, and these all met requirements of the contract. As for inland transportation fares, negotiations are now processed, especially to reduce the transportation cost of handling urgent or priority items. Meanwhile, the monthly payment is proposed to change from 30 days to 45 days.

Director： General Manager： Accounting manager：

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Annex 2.

Audit Committee Audit Report

The Business Report, Financial statements and Proposal for profit distribution of 2020 prepared by the Board of Directors have been audited and certified by Yen-Ta Su, Hui-Yuan Chen of KPMG. After reviewing such documents, this Audit Committee found no nonconformity, in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

To

Air Asia Company Limited 2021 Annual General Meeting of Shareholders

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Audit Committee Convener:

February

23,

2021

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Annex 3.

AIR ASIA CO., LTD.

Parent Company Only Financial Statements With Independent Auditors’ Report For the Years Ended December 31, 2020 and 2019

The independent auditors’ report and the accompanying parent company only 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 parent company only financial statements, the Chinese version shall prevail.

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Independent Auditors’ Report Translated from Chinese

To the Board of Directors of AIR ASIA CO., LTD.:

Opinion

We have audited the financial statements of AIR ASIA CO., LTD.( “ the Company ” ), which comprise the balance sheets as of December 31, 2020, the statements of comprehensive income, changes in equity and cash flows for the year then 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 of December 31, 2020, and its financial performance and its cash flows for the year 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 as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

1. Revenue recognition

Please refer to Note 4(n) “Revenue recognition”, Note 5(a) “Significant accounting assumptions and judgments, and major sources of estimation uncertainty”, and Note 6(s) “Revenue from contracts with customers” to the financial statements.

Description of key audit matter:

Parts of the Company's aircraft maintenance service and aircraft business maintenance management contracts recognize revenue when a performance obligation was satisfied over time. This method calculates the percentage of completion based on the goods and services transferred to the customer. As measuring the progress towards complete satisfaction of the performance

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obligation involves management's material judgement, we determined that the assessment of revenue recognition was one of the key areas our audit focused on.

How the matter was addressed in our audit procedures:

Assessing and testing the effectiveness of the internal control design and execution regarding revenue recognition.
Selecting material contracts as samples, inspecting revenue recognition terms and conditions of contracts, testing the material requisition record and employee time record to verify the correctness of actual input and verifying the correctness of the amount of revenue recognized.
Performing a retrospective review to comparatively analyze the historical accuracy of judgments with reference to actual revenue in order to assess the rationality of the judgement and assumptions of the current period.
Assessing whether the disclosure of revenue recognition was appropriate.
Valuation for inventories

Please refer to Note 4(g) “Inventories”, Note 5(b) “Significant accounting assumptions and judgments, and major sources of estimation uncertainty”, and Note 6(d) “Inventories” to the financial statements.

Description of key audit matter:

The maintenance materials prepared by the Company to meet customer needs may lose their original benefits due to the obsolescence of aircraft models, resulting in a risk wherein the carrying value of inventories may exceed its net realizable value. Therefore, we determined that the assessment of valuation of inventories was one of the key areas our audit focused on.

How the matter was addressed in our audit procedures:

Understanding the net realizable value used by management for inventory valuation, as well as sampling and verifying the original transaction vouchers to test the rationality of the net realizable value of inventory.
Inspecting the inventory aging report, analyzing the changes of inventory aging, as well as sampling and checking the accuracy of the inventory aging report.
Performing a retrospective review to comparatively analyze the historical accuracy of judgments with reference to actual disposal in order to assess the rationality of the judgement and assumptions of the current period.
Assessing whether the disclosure of provision for inventory and obsolescence was appropriate.

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Other Matter

The parent company only financial statement of AIR ASIA CO., LTD. for the year ended December 31, 2019, were audited by another auditor, who issued an unmodified opinion with emphasis of matter on these statements on February 20, 2020.

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 the 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 (including the Audit Committee) 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

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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 investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the 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 Yen-Ta Su and Hui-Yuan Chen.

KPMG

Tainan, Taiwan (Republic of China) February 23, 2021

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Notes to Readers

The accompanying parent company only financial statements are intended only to present the 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 parent company only financial statements are those generally accepted and applied in the Republic of China.

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See accompanying notes to parent company only financial statements.

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AIR ASIA CO., LTD. AND SUBSIDIARIES

Consolidated Financial Statements With Independent Auditors’ Report For the Years Ended December 31, 2020 and 2019

The independent auditors’ report and the accompanying consolidated 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 consolidated financial statements, the Chinese version shall prevail.

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Independent Auditors’ Report Translated from Chinese

To the Board of Directors of AIR ASIA CO., LTD.:

Opinion

We have audited the consolidated financial statements of AIR ASIA CO., LTD.("the Company") and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2020, the consolidated statements of comprehensive income, changes in equity and cash flows for the year 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 Group as of December 31, 2020, and its consolidated financial performance and its consolidated cash flows for the year 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”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect 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 Group 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 as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

1. Revenue recognition

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`亞洲航空股份有限公司`

Description of key audit matter:

Parts of the Group's aircraft maintenance service and aircraft business maintenance management contracts recognize revenue when a performance obligation was satisfied over time. This method calculates the percentage of completion based on the goods and services transferred to the customer. As measuring the progress towards complete satisfaction of the performance obligation involves management's material judgement, we determined that the assessment of revenue recognition was one of the key areas our audit focused on.

How the matter was addressed in our audit procedures:

Assessing and testing the effectiveness of the internal control design and execution regarding revenue recognition.
Selecting material contracts as samples, inspecting revenue recognition terms and conditions of contracts, testing the material requisition record and employee time record to verify the correctness of actual input and verifying the correctness of the amount of revenue recognized.
Performing a retrospective review to comparatively analyze the historical accuracy of judgments with reference to actual revenue in order to assess the rationality of the judgement and assumptions of the current period.
Assessing whether the disclosure of revenue recognition was appropriate.
Valuation for inventories

Please refer to Note 4(h) “Inventories”, Note 5(b) “Significant accounting assumptions and judgments, and major sources of estimation uncertainty”, and Note 6(d) “Inventories” to the consolidated financial statements.

Description of key audit matter:

The maintenance materials prepared by the Group to meet customer needs may lose their original benefits due to the obsolescence of aircraft models, resulting in a risk wherein the carrying value of inventories may exceed its net realizable value. Therefore, we determined that the assessment of valuation of inventories was one of the key areas our audit focused on.

How the matter was addressed in our audit procedures:

Understanding the net realizable value used by management for inventory valuation, as well as sampling and verifying the original transaction vouchers to test the rationality of the net realizable value of inventory.
Inspecting the inventory aging report, analyzing the changes of inventory aging, as well as sampling and checking the accuracy of the inventory aging report.

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Performing a retrospective review to comparatively analyze the historical accuracy of judgments with reference to actual disposal in order to assess the rationality of the judgement and assumptions of the current period.
Assessing whether the disclosure of provision for inventory and obsolescence was appropriate.

Other Matter

The consolidated financial statement of AIR ASIA CO., LTD. for the year ended December 31, 2019, were audited by another auditor, who issued an unmodified opinion with emphasis of matter and other matter on these statements on February 20, 2020.

The Company has prepared its parent company only financial statements as of and for the year ended December 31, 2020, on which we have issued an unmodified opinion with other matter.

The Company has prepared its parent company only financial statements as of and for the year ended December 31, 2019, on which another auditor has issued an unmodified opinion with emphasis of matter.

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 the Regulations Governing the Preparation of consolidated Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect 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 Group’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 Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’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

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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 Group’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 Group’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 Group 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 Group to express an opinion on this consolidated financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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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 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 Yen-Ta Su and Hui-Yuan Chen.

KPMG

Tainan, Taiwan (Republic of China) February 23, 2021

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated 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 consolidated financial statements are those generally accepted and applied in the Republic of China.

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See accompanying notes to consolidated financial statements.

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Annex 4.

AIR ASIA Company Limited Comparison table for the amendment of “Ethical Corporate Management Best Practice Principles” Before and after revision

	Before the Revision		After the Revision	Addition Note
	Article 17. The directors, supervisors, managers, employees, mandataries, and substantial controllers of the company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management, the company assigned~~*Administration~~ ~~Division*,~~responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. The Auditing unit shall be in charge of the following matters, and shall report to the Board of Directors on a regular basis (At least once a year): (from here,followingis omitted)		Article 17. The directors, supervisors, managers, employees, mandataries, and substantial controllers of the company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management, the company assignedChairman *office*,responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. The Auditing unit shall be in charge of the following matters, and shall report to the Board of Directors on a regular basis (At least once a year): (from here,followingis omitted)	To amend the integrity management unit, this part-time Administration Division is now assigned to a full-time position by the Chairman office. Director of the Chairman office is in charge of assisting the Board of Directors and the management level to map out as well as to inspect the implementation of integrity management policies and prevention measures, thus ensuring the company’s integrity management code is implemented.
	Article 27. The ethical corporate management best practice principles of the company shall be implemented after the Board of Directors grants the approval. When the company submits its ethical corporate management best practice principles to the Board of Directors for discussion pursuant to the preceding paragraph, the Board of Directors shall take into		Article 27. The ethical corporate management best practice principles of the company shall be implemented after the Board of Directors grants the approval. When the company submits its ethical corporate management best practice principles to the Board of Directors for discussion pursuant to the preceding paragraph, the Board of Directors shall take into	Adds the date of revision.

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full consideration each independent director's opinions. Any objections or reservations of any independent director shall be recorded in the minutes of the Board of Directors meeting. An independent director that cannot attend the board meeting in person to express objections or reservations shall provide a written opinion before the board meeting, unless there is some legitimate reason to do otherwise, and the opinion shall be specified in the minutes of the Board of Directors meeting. The implementation date was on March 30, 2017. The first amendment was made on August 7, 2019.		full consideration each independent director's opinions. Any objections or reservations of any independent director shall be recorded in the minutes of the Board of Directors meeting. An independent director that cannot attend the board meeting in person to express objections or reservations shall provide a written opinion before the board meeting, unless there is some legitimate reason to do otherwise, and the opinion shall be specified in the minutes of the Board of Directors meeting. The implementation date was on March 30, 2017. The first amendment was made on August 7, 2019.The second amendment *was made on February 23, 2021.*

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Annex 5.

AIR ASIA Company Limited Comparison table for the amendment of “Procedures for Ethical Management and Guidelines for Conduct” Before and after revision

	Before the Revision		After the Revision	Addition Note
	Article 5. Responsible unit and responsivity The company shall designate the ~~*Administration Division*~~as the solely responsible unit (hereinafter, “responsible unit”) under the Board of Directors and in charge of the amendment, implementation, interpretation, and advisory services with respect to these Procedures and Guidelines, the recording and filing of reports, and the monitoring of implementation. The audit unit shall be in charge of the following matters and submit reports on a regular basis (at least once a year) to the Board of Directors: (from here, following is omitted)		Article 5. Responsible unit and responsivity The company shall designate the *Chairman office* as the solely responsible unit (hereinafter, “responsible unit”) under the Board of Directors and in charge of the amendment, implementation, interpretation, and advisory services with respect to these Procedures and Guidelines, the recording and filing of reports, and the monitoring of implementation. The audit unit shall be in charge of the following matters and submit reports on a regular basis (at least once a year) to the Board of Directors: (from here, following is omitted)	To amend the integrity management unit, this part-time Administration Division is now assigned to a full-time position by the Chairman office. Director of the Chairman office is in charge of assisting the Board of Directors and the management level to map out as well as to inspect the implementation of integrity management policies and prevention measures, thus ensuring the company’s integrity management code is implemented.
	Article 12. Special unit in charge of confidentiality regime and its responsibilities The company shall designate the ~~*Administration Division*~~as the solely responsible unit in charge of with formulating and implementing procedures for managing, preserving, and maintaining the confidentiality of the company’s trade secrets, trademarks, patents, works and other intellectual properties and it shall also conduct periodical reviews on the results of implementation to ensure the sustained effectiveness of the		Article 12. Special unit in charge of confidentiality regime and its responsibilities The company shall designate the *Legal Affairs Office* as the solely responsible unit in charge of with formulating and implementing procedures for managing, preserving, and maintaining the confidentiality of the company’s trade secrets, trademarks, patents, works and other intellectual properties and it shall also conduct periodical reviews on the results of implementation to ensure the sustained effectiveness of the confidentiality procedures.	Revision on the responsible unit, which is now amended from the Administration Division to the Legal affairs office.

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Before the Revision	After the Revision	Addition Note
confidentiality procedures.
Article 20. Handling of unethical conduct by personnel of the Company The company personnel handling whistle-blowing matters shall represent in writing they will keep the whistleblowers’ identity and contents of information confidential. The company also undertakes to protect the whistleblowers from improper treatment due to their whistle- blowing. The responsible unit of the company shall observe the whistle-blowing matters following procedure: 1. An information shall be reported to the department head if involving the rank and file and to an independent director or supervisor if involving a director or a senior executive. 2. The ~~*responsible unit*~~of the company and the department head or personnel being reported to in the preceding subparagraph shall immediately verify the facts and, where necessary, with the assistance of the legal compliance or other related department. (from here,followingis omitted)	Article 20. Handling of unethical conduct by personnel of the Company The company personnel handling whistle-blowing matters shall represent in writing they will keep the whistleblowers’ identity and contents of information confidential. The company also undertakes to protect the whistleblowers from improper treatment due to their whistle- blowing. The responsible unit of the company shall observe the whistle-blowing matters following procedure: 1. An information shall be reported to the department head if involving the rank and file and to an independent director or supervisor if involving a director or a senior executive. 2. TheLegal Affairs *Office* of the company and the department head or personnel being reported to in the preceding subparagraph shall immediately verify the facts and, where necessary, with the assistance of the legal compliance or other related department. (from here,followingis omitted)	Revision on the responsible unit, which is now amended from the Administration Division to the Legal affairs office.
Article 22. Establishment of a system and Internal advocacy for rewards, penalties, and complaints, and related disciplinary measures 1. The company’s Administration Division shall organize one internal awareness sessions each year and arrange for the chairperson, general manager, or senior management to communicate the importance of ethics to its directors, employees, and mandataries. (from here,followingis omitted)	Article 22. Establishment of a system and Internal advocacy for rewards, penalties, and complaints, and related disciplinary measures 1. The company’sChairman *office and* Administration Division shall organize one internal awareness sessions each year and arrange for the chairperson, general manager, or senior management to communicate the importance of ethics to its directors, employees, and mandataries. (from here,followingis omitted)	This additional propaganda unit is set up by the implementation of the Chairman office and the Administration Division.
Article 23. Enforcement These Procedures and Guidelines,	Article 23. Enforcement These Procedures and Guidelines,	Adds the date of revision.

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Before the Revision		After the Revision	Addition Note
and any amendments hereto, shall be implemented after adoption by resolution of the board of directors, and shall be delivered to each supervisor and reported to the shareholders meeting. These Procedures and Guidelines are promulgated on March 30, 2017. First amendment was made on August 9, 2017. Second amendment was made on February 20, 2020. Third amendment was made on March 23, 2020. When these Procedures and Guidelines are submitted to the Board of Directors for discussion, each independent director's opinions shall be taken into full consideration, and their objections and reservations expressed shall be recorded in the minutes of the Board of Directors meeting. An independent director that is unable to attend a board meeting in person to express objection or reservation shall provide a written opinion before the board meeting unless there is a legitimate reason to do otherwise, and the opinion shall be recorded in the minutes of the Board of Directors meeting.		and any amendments hereto, shall be implemented after adoption by resolution of the board of directors, and shall be delivered to each supervisor and reported to the shareholders meeting. These Procedures and Guidelines are promulgated on March 30, 2017. First amendment was made on August 9, 2017. Second amendment was made on February 20, 2020. Third amendment was made on March 26, 2020.Fourth amendment was *made on February 23, 2021.* When these Procedures and Guidelines are submitted to the Board of Directors for discussion, each independent director's opinions shall be taken into full consideration, and their objections and reservations expressed shall be recorded in the minutes of the Board of Directors meeting. An independent director that is unable to attend a board meeting in person to express objection or reservation shall provide a written opinion before the board meeting unless there is a legitimate reason to do otherwise, and the opinion shall be recorded in the minutes of the Board of Directors meeting.

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Annex 6.

Air Asia Company Limited Distribution of 2020 earnings

	Unit`：`New Taiwan Dollar	Unit`：`New Taiwan Dollar
Item	Amount
	Subtotal Amount	Total Amount
Unappropriated retained earnings at beginning	224,534
Net profit of 2020	42,388,245
Legal reserve	(4,238,825)
Appropriated Retained Earnings	(58,257)
Retained earnings available for appropriation as of December31,2020		38,315,697
Items of distribution:
Cash dividend to shareholders (NT$0.15 pershare)	(19,675,656)
Stock dividend to shareholders (NT$0.14per share)	(18,363,950)
Distributable items amount		(38,039,606)
Unappropriated retained earnings at end		276,091

Note: The amount of the distribution of earnings is given priority to net income of 2020.

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Director:

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General Manager: Accounting Manager:

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Annex 7.

AIR ASIA Company Limited Comparison table for the amendments of “Articles of Incorporation” Before and after revision

Before the Revision		After the Revision	Addition Note
Article 5. The total capital of the company is set at NT~~$~~~~*1.8* ~~Billion, which is divided into~~180~~million ~~(~~~~180~~,000,000) shares, at a par value of NT$10 per share; the Board of Directors be authorized to the number of shares may be issued in installments.		Article 5. The total capital of the company is set at NT$*2.1* Billion, which is divided into210million (210,000,000) shares, at a par value of NT$10 per share; the Board of Directors be authorized to the number of shares may be issued in installments.	For meet Article 268 of the Company Act, to increase the authorized capital.
Article 26. This Articles of Incorporation was agreed upon and signed on October 31, 1954……The thirty- fifth amendment was made on June 11, 2018. The thirty-sixth amendment was made on June 17, 2019. The thirty-seventh amendment was made on June 17, 2020. The thirty-eighth amendment was made on September 23, 2020.		Article 26. This Articles of Incorporation was agreed upon and signed on October 31, 1954……The thirty- fifth amendment was made on June 11, 2018. The thirty-sixth amendment was made on June 17, 2019. The thirty-seventh amendment was made on June 17, 2020. The thirty-eighth amendment was made on September 23, 2020.The thirty- *ninth amendment was made on* *June 23, 2021*.	Adds the date of revision.

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Annex 8.

AIR ASIA Company Limited Comparison table for the amendments of “Rules of Procedures for Shareholders’ Meeting” Before and after revision

	Before the Revision		After the Revision	Addition Note
	Article 3. 4. Matters pertaining to election or discharge of directors, amendment of the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in paragraph 1, Article 185 of Company Act, Article 26-1 and Article 43-6 of Securities and Exchange Act, Article 56-1 and Article 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the of meeting notice, and not be brought up as extemporary motions~~*; the essential contents~~ ~~may be posted on the website~~ ~~designated by the competent~~ ~~authority in charge of securities~~ ~~affairs or the company, and such~~ ~~website shall be indicated in the~~ ~~above notice*.~~ (from here,followingis omitted)		Article 3. 4. Matters pertaining to election or discharge of directors, amendment of the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in paragraph 1, Article 185 of Company Act, Article 26-1 and Article 43-6 of Securities and Exchange Act, Article 56-1 and Article 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the of meeting notice, and not be brought up as extemporary motions; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and such website shall be indicated in the above notice. (from here,followingis omitted)	To follow regulations in adjusting announcement method.
	Article 9. 2. The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majorityof the total		Article 9. 2. The chair shall call the meeting to order at the appointed meeting time,*Relevant information on* *the number of non-voting rights* *and shares attended are*	To upgrade the corporate governance and safeguard the rights and interests of shareholders, the second item is

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number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. (from here, following is omitted)

amended.

announced at the same time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. (from here, following is omitted) Article 14.

Article 14.

To upgrade the corporate governance and safeguard the rights and interests of shareholders, the first item is amended.

The election of directors or 1. The election of directors or supervisors at a shareholders supervisors at a shareholders and safeguard the meeting shall be held in meeting shall be held in accordance with the applicable accordance with the applicable election and appointment rules election and appointment rules item is amended. adopted by the Company, and the adopted by the Company, and the voting results shall be announced voting results shall be announced on-site immediately, including the on-site immediately, including the names of those elected as names of those elected as directors and supervisors and the directors and supervisors and the numbers of votes with which they numbers of votes with which they were elected. were elected and the list of (from here, following is omitted) unsuccessful directors and supervisors and their voting rights obtained . (from here, following is omitted) Article 19. Article 19. Adds the date of These Rules, and any amendments These Rules, and any amendments revision. hereto, shall be implemented after hereto, shall be implemented after adoption by shareholders adoption by shareholders meetings. These rules were meetings. These rules were implemented on April 26, 2000. implemented on April 26, 2000. The first amendment was made on The first amendment was made on June 28, 2002. The second June 28, 2002. The second amendment was made on June 29, amendment was made on June 29, 2007. The third amendment was 2007. The third amendment was made on June 15, 2012. The made on June 15, 2012. The fourth amendment was made on fourth amendment was made on December 17, 2012. The fifth December 17, 2012. The fifth amendment was made on June 27, amendment was made on June 27, 2014. The sixth amendment was 2014. The sixth amendment was made on June 11, 2018. The made on June 11, 2018. The seventh amendment was made on seventh amendment was made on June 17, 2020. The eighth June 17, 2020. The eighth amendment was made on amendment was made on

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September 23, 2020.		September 23, 2020.The ninth *amendment was made on June* *23, 2021.*

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Annex 9.

List of Director Candidates

Candidate name	Number of shares held	Education	Experience	Current Position
Taiwan Aerospace Corp. Representative: Tian-Lin Lu	92,156,523	Mater of Science in National Taiwan Ocean University	Chairperson of Council of Labor Affairs, Executive Yuan	`・` Chairman, President of Taiwan Aerospace Corp. `・` Chairman, President of Air Asia Company Ltd. `・` Director of APEX Flight Academy
Taiwan Aerospace Corp. Representative: Chin-Ming Chen	92,156,523	Ph.D. in Program in Engineering Science and Technology, National Kaohsiung First University of Science and Technology	Deputy Executive Manager of Metal Industries Research and Development Centre	`・` Director of Taiwan Aerospace Corp. `・` Director of Air Asia Company Ltd.
Taiwan Aerospace Corp. Representative: Wen-Hsin Li	92,156,523	Department of Mechanical Engineering, National Chung Hsing University	Engineer, Quality Control Division, Aircraft Required Inspection Department, Air Asia Company Ltd.	President of Air Asia Company Ltd. Corporate Union
Taiwan Aerospace Corp. Representative: Kuan-Yu Shih	92,156,523	Mater’s degree in Economic, National Taiwan University	Assistant Researcher of Taiwan Institute of Economic Research	`・` Assistant researcher of Taiwan Institute of Economic Research `・` Director of Air Asia Company Ltd.

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Taiwan Aerospace Corp. Representative: Yueh-Tsung Li	92,156,523	Labor Research Institute, National Chung Cheng University	Director of Tainan Vocational Training Center, Bureau of Employment and Vocational Training, Council of Labor Affairs, Executive Yuan	`・` Supervisor of Taiwan Aerospace Corp. `・` Director of Air Asia Company Ltd.
Taiwan Sugar Corporation Representative: Cheng-Wei Yu	17,800,712	Ph.D. in Architecture and Urban Design, Chinese Culture University	Deputy Director-General: Industrial Development Bureau, MOEA	`・` Director General of Bureau of Energy, MOEA `・` Director of Air Asia Company Ltd.
Taiwan Sugar Corporation Representative: Su-Hua Jheng	17,800,712	Taipei City University of Science and Technology	Chairman, National Workers’ Congress	Director of Air Asia Company Ltd.

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Annex 10.

List of Independent Director Candidates

Candidate name	Number of shares held	Education	Experience	Current Position
Chang- Ching Lin	-	Ph.D. in Economics, University of Michigan, Ann Arbor, USA	Associate Professor, Department of Economics, National Cheng-Kung University	`・` Professor, Department of Economics, National Cheng- Kung University `・` Independent Director of Mega Financial Holding CompanyLtd.
Jen-Wei Ko	-	Mater’s degree in Business, University of Southern California, USA	`・` Certified Public Accountant of Weyong International CPAs & Co. `・` Financial Manager of Dell Inc.	`・` Director of Chief Consultant Co., Ltd. `・` Chairman of Cheetahasia (Natural Products) Inc. `・` Independent Director of Wiltrom CO., Ltd. `・`Independent Director of Air Asia CompanyLtd.
Jung-Chih Kao	-	`・` Mater’s degree in Law, National Taipei University `・` Bachelor’s degree in Law, National Taiwan University	`・` Deputy Secretary-General of New Power Party `・` Chief Officer and Executive of Judicial Reform Foundation `・` Dedicated Attorney of Legal Aid Foundation,Banqiao Branch	`・` Attorney of Sunny Formosa Attorneys-At-Law `・` Independent Director of Air Asia Company Ltd.

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	Ya-Po Yang	-	Ph.D. in Economics, National Taiwan University	Professor and Head of IB, Department of International Business, Southern Taiwan University of Science and Technology	Professor, Institute of Business and Management, National University of Kaohsiung

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Annex 11.

Details of relieved competition for newly-elected Directors and their re resentatives p

Title	Name	Currentlyconcurrentlyholding positions in other companies
Director	Taiwan Aerospace Corp. Representative: Tian-Lin Lu	Chairman, President of Taiwan Aerospace Corp. Director of APEX Flight Academy Director, President of Air Asia Company Ltd.(USA)
Independent Director	Chang-Ching Lin	Independent Director of Mega Financial Holding Company Ltd.
Independent Director	Jen-Wei Ko	Director of Chief Consultant Co., Ltd. Chairman of Cheetahasia (Natural Products) Inc. Independent director of Wiltrom CO.,Ltd.

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ELEVEN. Appendixes

Appendix 1

AIR ASIA Company Limited Ethical Corporate Management Best Practice Principles (Before the revision)

Article 1. Purpose and applicable scope

These Principles are adopted to assist the company to foster a corporate culture of ethical management and sound development.
In accordance with these Principles, adopt its own ethical corporate management. Best practice principles applicable to its business groups and organizations, which comprise its subsidiaries, any foundation to which the company's direct or indirect contribution of funds exceeds 50 percent of the total funds received, and other institutions or juridical persons which are substantially controlled by such company (“business group”).

Article 2. Prohibition of unethical conduct

When engaging in commercial activities, directors, supervisors, managers, employees, and mandataries of the company or persons having substantial control over such companies (“substantial controllers”) shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty (“unethical conduct”) for purposes of acquiring or maintaining benefits.
Parties referred to in the preceding paragraph include civil servants, political, candidates, political parties or members of political parties, state-run or private-owned businesses or institutions, and their directors, supervisors, managers, employees or substantial controllers or other stakeholders.

Article 3. Types of benefits

“Benefits” in these Principles means any valuable things, including money, endowments, commissions, positions, services, preferential treatment or rebates of any type or in any name. Benefits received or given occasionally in accordance with accepted social customs and that do not adversely affect specific rights and obligations shall be excluded.

Article 4. Compliance with laws and regulations

The company shall comply with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Statute, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest, TWSE/GTSM listing rules, or other laws or regulations regarding commercial activities, as the underlying basic premise to facilitate ethical corporate management.

Article 5. Policies

The company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and obtain approval from the board of directors, and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development.

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Article 6. Prevention programs

The company shall in their own ethical management policy clearly and thoroughly prescribe the specific ethical management practices and the programs to forestall unethical conduct (“prevention programs”), including operational procedures, guidelines, and training.

When establishing the prevention programs, the company shall comply with relevant laws and regulations of the territory where the companies and their business group are operating.

In the course of developing the prevention programs, the company is advised to negotiate with staff, labor unions members, important trading counterparties, or other stakeholders.

Article 7. Scope of prevention programs

The company shall establish a risk assessment mechanism against unethical conduct, analyze and assess on a regular basis business activities within their business scope which are at a higher risk of being involved in unethical conduct, and establish prevention programs accordingly and review their adequacy and effectiveness on a regular basis.

It is advisable for the company to refer to prevailing domestic and foreign standards or guidelines in establishing the prevention programs, which shall at least include preventive measures against the following:

Offering and acceptance of bribes.
Illegal political donations.
Improper charitable donations or sponsorship.
Offering or acceptance of unreasonable presents or hospitality, or other improper benefits.
Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights.
Engaging in unfair competitive practices.
Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision, or sale of products and services.

Article 8. Commitment and Implementation

The company shall request their directors and senior management to issue a statement of compliance with the ethical management policy and require in the terms of employment that employees comply with such policy.

The company and their respective business group shall clearly specify in their rules and external documents and on the company website the ethical corporate management policies and the commitment by the Board of Directors and senior management on rigorous and thorough implementation of such policies, and shall carry out the policies in internal management and in commercial activities.

The company shall compile documented information on the ethical management policy, statement, commitment and implementation mentioned in the first and second paragraphs and retains said information properly.

Article 9. Ethical corporate management in commercial activities

The company shall engage in commercial activities in a fair and transparent manner based on the principle of ethical management.

Prior to any commercial transactions, the company shall take into consideration the legality of their agents, suppliers, clients, or other trading counterparties and whether any of them are involved in unethical conduct, and shall avoid any dealings with persons so involved.

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When entering into contracts with their agents, suppliers, clients, or other trading counterparties, the company shall include in such contracts terms requiring compliance with ethical corporate management policy and that in the event the trading counterparties are involved in unethical conduct, the company may at any time terminate or rescind the contracts.

Article 10. Prohibition against offering or accepting bribes When conducting business, the company and their directors, supervisors, managers, employees, mandataries, and substantial controllers, may not directly or indirectly offer, promise to offer, request, or accept any improper benefits, including bribery, kick-backs, pay-offs, promises to pay cash or things of value, in whatever form to or from clients, agents, contractors, suppliers, public servants, or other stakeholders. However, those who meet the laws of the place of operation are not limited to this.
Article 11. Prohibition against illegal political donations When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the company and their directors, supervisors, managers, employees, mandataries, and substantial controllers, shall comply with the Political Donations Act and their own relevant internal operational procedures, and shall not make such donations in exchange for commercial gains or business advantages.
Article 12. Prohibition against improper charitable donations or sponsorship When making or offering donations and sponsorship, the company and their directors, supervisors, managers, employees, mandataries, and substantial controllers shall comply with relevant laws and regulations and internal operational procedures, and shall not surreptitiously engage in bribery.
Article 13. Prohibition against unreasonable gifts, hospitality, or other improper benefits The company and their directors, supervisors, managers, employees, mandataries, and substantial controllers shall not directly or indirectly offer or accept any unreasonable presents, hospitality or other improper benefits to establish business relationship or influence commercial transactions.
Article 14. Prohibition against infringing intellectual property rights The company and their directors, supervisors, managers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations, the company's internal operational procedures, and contractual provisions concerning intellectual property, and may not use, disclose, dispose, or damage intellectual property or otherwise infringe intellectual property rights without the prior consent of the intellectual property rights holder.
Article 15. Forbidding Engaging in Unfair Competitive Practices The company shall engage in business activities in accordance with applicable competition laws and regulations, and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines of commerce.
Article 16. Preventing injury to stakeholders caused by products or services In the course of research and development, procurement, manufacture, provision, or sale of products and services, the company and their directors, supervisors, managers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations and international standards to ensure the transparency of information

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about, and safety of, their products and services. They shall also adopt and publish a policy on the protection of the rights and interests of consumers or other stakeholders, and carry out the policy in their operations, with a view to preventing their products and services from directly or indirectly damaging the rights and interests, health, and safety of consumers or other stakeholders. Where there are sufficient facts to determine that the company's products or services are likely to pose any hazard to the safety and health of consumers or other stakeholders, the company shall, in principle, recall those products or suspend the services immediately.

Article 17. Organization and accountability

The directors, supervisors, managers, employees, mandataries, and substantial controllers of the company shall exercise the due care of good administrators to urge. The company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management, the company designated the Administration Division, responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. The Auditing unit shall be in charge of the following matters, and shall report to the Board of Directors on a regular basis (At least once a year):
Assisting in incorporating ethics and moral values into the company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations.
Analyzing and assessing on a regular basis the risk of involvement in unethical conduct within the business scope, adopting accordingly programs to prevent unethical conduct, and setting out in each program the standard operating procedures and conduct guidelines with respect to the company's operations and business.
Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.
Promoting and coordinating awareness and educational activities with respect to ethics policy.
Developing a whistle-blowing system and ensuring its operating effectiveness.
Assisting the Board of Directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.

Article 18. Legal compliance in conducting business

The company and their directors, supervisors, managers, employees, mandataries, and substantial controllers shall comply with laws and regulations and the prevention programs when conducting business.

Article 19. Recusal for conflict of interest

The company shall adopt policies for preventing conflicts of interest to identify, monitor, and manage risks possibly resulting from unethical conduct, and shall also offer appropriate means for directors, supervisors, managers, and other stakeholders attending or present at board meetings to voluntarily explain whether their interests would potentially conflict with those of the company.

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When a proposal at a given Board of Directors meeting concerns the personal interest of, or the interest of the juristic person represented by, any of the directors, supervisors, managers, and other stakeholders attending or present at board meetings of the company, the concerned person shall state the important aspects of the relationship of interest at the given board meeting. If his or her participation is likely to prejudice the interest of the company, the concerned person may not participate in discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting, and may not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in improper dealings.

The company's directors, supervisors, managers, employees, mandataries, and. substantial controllers shall not take advantage of their positions or influence in the companies to obtain improper benefits for themselves, their spouses, parents, children or any other person.

Article 20. Accounting and internal control

The company shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews so as to ensure that the design and enforcement of the systems are showing results.

The internal audit unit of the company listed company shall, based on the results of assessment of the risk of involvement in unethical conduct, devise relevant audit plans. Including auditees, audit scope, audit items, audit frequency, etc., and examine accordingly the compliance with the prevention programs. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary.

The results of examination in the preceding paragraph shall be reported to senior management and the ethical management dedicated unit and put down in writing in the form of an audit report to be submitted to the board of directors.

Article 21. Operational procedures and conduct guidelines

The company shall establish operational procedures and guidelines in accordance with Article 6 hereof to guide directors, supervisors, managers, employees, and substantial controllers on how to conduct business. The procedures and guidelines should at least contain the following matters:

Standards for determining whether improper benefits have been offered or accepted.
Procedures for offering legitimate political donations.
Procedures and the standard rates for offering charitable donations or sponsorship.
Rules for avoiding work-related conflicts of interests and how they should be reported and handled.
Rules for keeping confidential trade secrets and sensitive business information obtained in the ordinary course of business.
Regulations and procedures for dealing with suppliers, clients and business transaction counterparties suspected of unethical conduct.
Handling procedures for violations of these Principles.
Disciplinary measures on offenders.

Article 22. Education, training, and appraisal

The chairperson, general manager, or senior management of the company shall communicate the importance of corporate ethics to its directors, employees, and mandataries on a regular basis.

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The company shall periodically organize training and awareness programs for directors, supervisors, managers, employees, mandataries, and substantial controllers and invite the companies' commercial transaction counterparties so they understand the companies' resolve to implement ethical corporate management, the related policies, prevention programs and the consequences of committing unethical conduct. The company shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system.

Article 23. Whistleblowing system

The company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following:

An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow internal and external personnel of the company to submit reports.
Dedicated personnel or unit appointed to handle the whistle-blowing system. Any tip involving a director or senior management shall be reported to the independent directors or supervisors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted.
Follow-up measures to be adopted depending on the severity of the circumstances after investigations of cases reported are completed. Where necessary, a case shall be reported to the competent authority or referred to the judicial authority.
Documentation of case acceptance, investigation processes, investigation results, and relevant documents.
Confidentiality of the identity of whistle-blowers and the content of reported cases, and an undertaking regarding anonymous reporting.
Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing.
Whistle-blowing incentive measures.

When material misconduct or likelihood of material impairment to the TWSE/GTSM listed company comes to their awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the independent directors or supervisors in written form.

Article 24. Disciplinary and appeal system

The company shall adopt and publish a well-defined disciplinary and appeal system for handling violations of the ethical corporate management rules, and. shall make immediate disclosure on the company's internal website of the title and name of the violator, the date and details of the violation, and the actions taken in response.

Article 25. Information disclosure

The company shall disclose the measures taken for implementing ethical corporate management, the status of implementation on their company websites, annual reports, and prospectuses.

Article 26. Review and amendment of ethical corporate management policies and measures The company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage their directors, supervisors, managers, and employees to make suggestions, based on which the adopted ethical corporate management policies and measures taken will be reviewed and improved with a view to achieving better implementation of ethical management.

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Article 27. Implementation

The ethical corporate management best practice principles of the company after deliberation by the audit committee, shall be implemented after the board of directors grants the approval, and shall be sent to the supervisors and reported at a shareholders' meeting. When submits its ethical corporate management best practice principles to the Board of Directors for discussion pursuant to the preceding paragraph, the Board of Directors shall take into full consideration each independent director's opinions. Any objections or reservations of any independent director shall be recorded in the minutes of the Board of Directors meeting. An independent director that cannot attend the board meeting in person to express objections or reservations shall provide a written opinion before the board meeting, unless there is some legitimate reason to do otherwise, and the opinion shall be specified in the minutes of the Board of Directors meeting. The implementation date was on March 30, 2017. The first amendment was made on August 7, 2019.

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Appendix 2

AIR ASIA Company Limited Procedures for Ethical Management and Guidelines for Conduct (Before the revision)

Article 1. Purpose of adoption and scope of application

The company engages in commercial activities following the principles of fairness, honesty, faithfulness, and transparency, and in order to fully implement a policy of ethical management and actively prevent unethical conduct, these Procedures for Ethical Management and Guidelines for Conduct are adopted pursuant to the provisions of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies and the applicable laws and regulations of the places where this Corporation and its business groups and organizations operate, with a view to providing all personnel of this Corporation with clear directions for the performance of their duties.

The scope of application of these Procedures and Guidelines includes the subsidiaries of this Corporation, any incorporated foundation in which this Corporation's accumulated contributions, direct or indirect, exceed 50 percent of the total funds of the foundation, and other group enterprises and organizations, such as institutions or juristic persons, substantially controlled by this Corporation.

Article 2. Applicable subjects

The term personnel of the company refer to any director, supervisor, managerial officer, employee, mandatary or person having substantial control, of this Corporation or its group enterprises and organizations.

Any provision, promise, request, or acceptance of improper benefits by any personnel of this Corporation through a third party will be presumed to be an act by the personnel of the company.

Article 3. Unethical conduct

For the purposes of these Procedures and Guidelines, “unethical conduct” means that any personnel of the company, in the course of their duties, directly or indirectly provides, promises, requests, or accepts improper benefits or commits a breach of ethics, unlawful act, or breach of fiduciary duty for purposes of acquiring or maintaining benefits.

The counterparties of the unethical conduct under the preceding paragraph include public officials, political candidates, political parties or their staffs, and governmentowned or private-owned enterprises or institutions and their directors, supervisors, managerial officers, employees, persons having substantial control, or other interested parties.

The other forms of unethical conduct, unlawful or breach of fiduciary duty mentioned in the first paragraph, including those prohibited by this operating procedure and behavior guideline, fraud, betrayal, embezzlement, and various circumstances on paragraph 1 of Article 12 of the Labor Standard Act , as well as violations of the Organized Crime Prevention Act, Anti-Corruption Act, Trade Secrets Act, the Government Procurement Act., Business Entity Accounting Act, Securities and Exchange Act or other relevant acts and regulations, etc.

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Article 4. Types of benefits

For the purposes of these Procedures and Guidelines, the term “benefits” means any money, gratuity, gift, commission, position, service, preferential treatment, rebate, facilitating payment, entertainment, dining, or any other item of value in whatever form or name. Benefits received or given occasionally in accordance with accepted social customs and that do not adversely affect specific rights and obligations shall be excluded.
Article 5. Responsible unit and responsivity
The company shall designate the Administration Division as the solely responsible unit (hereinafter, “responsible unit”) under the Board of Directors and in charge of the amendment, implementation, interpretation, and advisory services with respect to these Procedures and Guidelines, the recording and filing of reports, and the monitoring of implementation. The audit unit shall be in charge of the following matters and submit reports on a regular basis (at least once a year) to the Board of Directors:
Assist in incorporating moral and ethical values into the Company’s operating strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the laws and regulations.
Analyzing and assessing on a regular basis the risk of involvement in unethical conduct within the business scope, adopting accordingly programs to prevent unethical conduct, setting out in each program the standard operating procedures and conduct guidelines with respect to the company's operations and business.
Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.
Promoting and coordinating awareness and educational activities with respect to ethics policy.
Developing a whistle-blowing system and ensuring its operating effectiveness.
Assisting the Board of Directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.
The company shall compile documented information on the ethical management policy, statement, commitment and implementation mentioned in the first and second paragraphs and retain said information properly.
Article 6. Except under one of the following circumstances, when providing, accepting, promising, or requesting, directly or indirectly, any benefits as specified in Article 4, the conduct of the given personnel of the company shall comply with the provisions of the Ethical Corporate Management Best Practice Principles for TWSE/GTSMListed Companies and these Procedures and Guidelines, and the relevant procedures shall have been carried out:
The conduct is undertaken to meet business needs and is in accordance with local courtesy, convention, or custom during domestic (or foreign) visits, reception of guests, promotion of business, and communication and coordination.
The conduct has its basis in ordinary social activities that are attended or others are invited to hold in line with accepted social custom, commercial purposes, or developing relationships.
Invitations to guests or attendance at commercial activities or factory visits in relation to business needs, when the method of fee payment, number of participants,

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class of accommodations, and the time period for the event or visit have been specified in advance.

Attendance at folk festivals that are open to and invite the attendance of the general public.
Rewards, emergency assistance, condolence payments, or honorariums from the management.
Property with a market value or less received due to engagement, marriage, maternity, relocation, assumption of a position, promotion or transfer, retirement, resignation, or severance, or the injury, illness, or death of the recipient or the recipient's spouse or lineal relative.
Other conduct that complies with the rules of this Corporation.

Article 7. Procedures for handling the acceptance of improper benefits

Except under any of the circumstances set forth in the preceding article, when any personnel of the company is provided with or are promised, either directly or indirectly, any benefits as specified in Article 4 by a third party, the matter shall be handled in accordance with the following procedures:
If there is no relationship of interest between the party providing or offering the benefit and the official duties of the company's personnel, the personnel shall report to their immediate supervisor within 3 days from the acceptance of the benefit, and the responsible. Unit shall be notified if necessary.
If a relationship of interest does exist between the party providing or offering the benefit and the official duties of the company's personnel, the personnel shall return or refuse the benefit, and shall report to his or her immediate supervisor and notify the responsible unit. When the benefit cannot be returned, then within 3 days from the acceptance of the benefit, the personnel shall refer the matter to the responsible unit for handling.

“A relationship of interest between the party providing or offering the benefit and the official duties of the company's personnel” as referred to in the preceding paragraph, refers to one of the following circumstances:

When the two parties have commercial dealings, a relationship of direction and supervision, or subsidies (or rewards) for expenses.
When a contracting, trading, or other contractual relationship is being sought, is in progress, or has been established.
Other circumstances in which a decision regarding the company's business, or the execution or non-execution of business, will result in a beneficial or adverse impact.

The responsible unit of the company shall make a proposal, based on the nature and value of the benefit under paragraph 1, that it be returned, accepted on payment, given to the public, donated to charity, or handled in another appropriate manner. The proposal shall be implemented after being reported and approved by general manager.

Article 8. Prohibition of and handling procedure for facilitating payments The company shall neither provide nor promise any facilitating payment. If any personnel of the company provides or promises a facilitating payment under threat or intimidation, they shall submit a report to their immediate supervisor stating the facts and shall notify the responsible unit.
Upon receipt of the report under the preceding paragraph, the responsible unit shall take immediate action and undertake a review of relevant matters in order to minimize the risk of recurrence. In a case involving alleged illegality, the responsible unit shall also immediately report to the relevant judicial agency.

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Article 9. Procedures for handling political contributions

Political contributions by the company shall be made in accordance with the following provisions, reported to the supervisor in charge for approval, and a notification given to the responsible unit, and when the amount of a contribution is NT$250,000 or more, it shall be made only after being reported to and approved by the board of directors:
It shall be ascertained that the political contribution is in compliance with the laws and regulations governing political contributions in the country in which the recipient is located, including the maximum amount and the form in which a contribution may be made.
Account entries shall be made for all political contributions in accordance with applicable laws and regulations and relevant procedures for accounting treatment.
In making political contributions, commercial dealings, applications for permits, or carrying out other matters involving the interests of the company with the related government agencies shall be avoided.

Article 10. Procedures for handling charitable donations or sponsorships

Charitable donations or sponsorships by the company shall be provided in accordance with the following provisions and reported to the supervisor in charge for approval, and a notification shall be given to the responsible unit. When the amount is NT$1,000,000 or more, the donation or sponsorship shall be provided only after it has been submitted for adoption by the board of directors:
It shall be ascertained that the donation or sponsorship is in compliance with the laws and regulations of the country where the company is doing business.
A charitable donation shall be given to a valid charitable institution and may not be a disguised form of bribery.
The returns received as a result of any sponsorship shall be specific and reasonable, and the subject of the sponsorship may not be a counterparty of the company’s commercial dealings or a party with which any personnel of the company has a relationship of interest.
After a charitable donation or sponsorship has been given, it shall be ascertained that the destination to which the money flows is consistent with the purpose of the contribution.

Article 11. Recusal

When the company director, supervisor, officer or other stakeholder attending or present items of meeting at a board meeting, or the juristic person represented thereby, has a stake in a proposal at the meeting, that director, supervisor, officer or stakeholder shall state the important aspects of the stake in the meeting and, where there is a likelihood that the interests of the company would be prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner.

Where the spouse or a blood relative within the second degree of kinship of a director, or a company which has a controlling or subordinate relation with a director, is an interested party with respect to an agenda item as described in the preceding paragraph, such director shall be deemed to be an interested party with respect to that agenda item.

The Company’s directors’ spouse, parents, children, or other stakeholders is likely to obtain improper benefits. If in the course of conducting company business, any personnel of the company discovers that a potential conflict of interest exists involving themselves or the juristic person that they represent, or that they or their spouse, parents, children, or a person with whom they have a relationship of interest

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is likely to obtain improper benefits, the personnel shall report the relevant matters to both his or her immediate supervisor and the responsible unit, and the immediate supervisor shall provide the personnel with proper instructions.

No personnel of the company may use company resources on commercial activities other than those of the company, nor may any personnel's job performance be affected by his or her involvement in the commercial activities other than those of the company.

Article 12. Special unit in charge of confidentiality regime and its responsibilities The company shall designate the Administration Division as the solely responsible unit in charge of with formulating and implementing procedures for managing, preserving, and maintaining the confidentiality of the company’s trade secrets, trademarks, patents, works and other intellectual properties and it shall also conduct periodical reviews on the results of implementation to ensure the sustained effectiveness of the confidentiality procedures.
Article 13. Prohibition against Acts of Unfair Competition and disclosure Intellectual Property Rights
All personnel of the company shall faithfully follow the operational directions pertaining to intellectual properties as mentioned in the preceding paragraph and may not disclose to any other party any trade secrets, trademarks, patents, works, and other intellectual properties of the company of which they have learned, nor may they inquire about or collect any trade secrets, trademarks, patents, and other intellectual properties of the company unrelated to their individual duties.

Prohibition against Acts of Unfair Competition and Preventing Products or Services from damaging the stakeholders

Prohibition against Acts of Unfair Competition
The company shall follow the Fair Trade Act and applicable competition laws and regulations when engaging in business activities, and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines of commerce.
Preventing Products or Services from Damaging the Stakeholders The company shall collect and understand the applicable laws and regulations and international standards governing its products and services which it shall observe and gather and publish all guidelines to cause personnel of the company to ensure the transparency of information about, and safety of, the products and services in the course of their research and development, procurement, manufacture, provision, or sale of products and services.

The business unit of the company shall report the event as in the preceding paragraph, actions taken, and subsequent reviews and corrective measures taken to the board of directors.

Article 14. Prohibition against insider trading and Non-disclosure agreement

Prohibition against Insider Trading
The Company's personnel shall adhere to the provisions of the Securities and Exchange. Act, and may not take advantage of undisclosed information of which they have learned to engage in insider trading. Personnel are also prohibited from divulging the undisclosed information to any other party in order to prevent another party from using such information to engage in insider trading.
Non-disclosure agreement Any organization or person outside of the company that is involved in any merger, demerger, acquisition and share transfer, major memorandum of understanding, strategic alliance, other business partnership plan, or the signing of a major

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contract by this Corporation shall be required to sign a non-disclosure agreement in which they undertake not to disclose to any other party any trade secret or other material information of this Corporation acquired as a result, and that they may not use such information without the prior consent of the company.

Article 15. Abide and declare in follow ethical management policy

The company shall require directors and senior managements to declare in writing that they will follow ethical management policy and require each newly hired employee to declare they will follow ethical management policy.

The Company shall disclose its ethical management policy in its internal rules, annual reports, on the company's websites, and in other promotional materials, and may make timely announcements of the policy in events held for outside parties such as product launches and investor press conferences, in order to make its suppliers, customers, and other business-related institutions and personnel fully aware of its principles and rules with respect to ethical management.

Article 16. Ethical management evaluation prior to development of commercial relationships Before developing a commercial relationship with another party, such as an agent, supplier, customer, or other counterparty in commercial dealings, the company shall evaluate the legality and ethical management policy of the party and ascertain whether the party has a record of involvement in unethical conduct, in order to ensure that the party conducts business in a fair and transparent manner and will not request, offer, or take bribes.

When the company carries out the evaluation under the preceding paragraph, it may adopt appropriate audit procedures for a review of the counterparty with which it will have commercial dealings with respect to the following matters, in order to gain a comprehensive knowledge of its ethical management:

The enterprise's nationality, location of business operations, organizational structure, and management policy, and place where it will make payment.
Whether the enterprise has adopted an ethical management policy, and the status of its implementation.
Whether enterprise's business operations are located in a country with a high risk of corruption.
Whether the business operated by the enterprise is in an industry with a high risk of bribery.
The long-term business condition and degree of goodwill of the enterprise.
Consultation with the enterprise's business partners on their opinion of the enterprise.
Whether the enterprise has a record of involvement in unethical conduct such as bribery or illegal political contributions.
Article 17. Statement of ethical management policy to counterparties in commercial dealings Any personnel of the company, when engaging in commercial activities, shall make a statement to the trading counterparty about the company's ethical management policy and related rules, and shall clearly refuse to provide, promise, request, or accept, directly or indirectly, any improper benefit in whatever form or name.
Article 18. Avoidance of commercial dealings with unethical operators All personnel of the company shall avoid business transactions with an agent, supplier, customer, or other counterparty in commercial interactions that is involved in unethical conduct. When the counterparty or partner in cooperation is found to have engaged in unethical conduct, the personnel shall immediately cease dealing

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with the counterparty and blacklist it for any further business interaction in order to effectively implement the company's ethical management policy.

Article 19. Stipulation of terms of ethical management in contracts
Before entering into a contract with another party, the company shall gain a thorough knowledge of the status of the other party's ethical management, and shall make observance of the ethical management policy of the company part of the terms and conditions of the contract, stipulating at the least the following matters:
When a party to the contract becomes aware that any personnel has violated the terms and conditions pertaining to prohibition of acceptance of commissions, rebates, or other improper benefits, the party shall immediately notify the other party of the violator's identity, the manner in which the provision, promise, request, or acceptance was made, and the monetary amount or other improper benefit that was provided, promised, requested, or accepted. The party shall also provide the other party with pertinent evidence and cooperate fully with the investigation. If there has been resultant damage to either party, the party may claim from the other party the contract price as damages, and may also deduct the full amount of the damages from the contract price payable.
Where a party is discovered to be engaged in unethical conduct in its commercial activities, the other party may terminate or rescind the contract unconditionally at any time.
Specific and reasonable payment terms, including the place and method of payment and the requirement for compliance with related tax laws and regulations.
Article 20. Handling of unethical conduct by personnel of this Corporation As an incentive to insiders and outsiders for informing of unethical or unseemly conduct, the company will grant a reward depending the seriousness of the circumstance concerned. Insiders having made a false report or malicious accusation shall be subject to disciplinary action and be removed from office if the circumstance concerned is material.

The company shall internally establish and publicly announce on its website and the intranet, or provide through an independent external institution, an independent mailbox or hotline, for Company insiders and outsiders to submit reports. A whistleblower shall at least furnish the following information:

The whistleblower’s name and accept anonymous whistleblowing, and telephone number and e-mail address where it can be reached.
The informed party's name or other information sufficient to distinguish its identifying. features.
Specific facts available for investigation.

The company personnel handling whistle-blowing matters shall represent in writing they will keep the whistleblowers’ identity and contents of information confidential. The company also undertakes to protect the whistleblowers from improper treatment due to their whistle-blowing.

The responsible unit of the company shall observe the whistle-blowing matters following procedure:

An information shall be reported to the department head if involving the rank and file and to an independent director or supervisor if involving a director or a senior executive.
The responsible unit of the company and the department head or personnel being. reported to in the preceding subparagraph shall immediately verify the facts and, where necessary, with the assistance of the legal compliance or other related department.

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If a person being informed of is confirmed to have indeed violated the applicable laws and regulations or the company’s policy and regulations of ethical management, the company shall immediately require the violator to cease the conduct and shall make an appropriate disposition. When necessary, the company shall to reporting to competent authorities, transfer the investigation files to the judicial authority, or will institute legal proceedings and seek damages to safeguard its reputation and its rights and interests.
Documentation of case acceptance, investigation processes and investigation results shall be retained for five years and may be retained electronically. In the event of a suit in respect of the whistleblowing case before the retention period expires, the relevant information shall continue to be retained until the conclusion of the litigation.
With respect to a confirmed information, the company shall charge relevant units with the task of reviewing the internal control system and relevant procedures and proposing corrective measures to prevent recurrence.
The auditing office of the company shall submit to the Board of Directors a report on the whistleblowing case, actions taken, and subsequent reviews and corrective measures.

The company's personnel are involved in any unethical conduct or improper behavior, shall resign from the company by him/herself or terminate the labor contract by the company, the company shall not directly or indirectly hire the former employee to receive any form of labor or service, and pay any form of consideration or interest to the former employee. The same applies to any personnel who has been appeal, prosecuted, compensated or has other disputes due to unethical or improper conduct.

Article 21. Actions upon event of unethical conduct by others towards the company If any personnel of the company discovers that another party has engaged in unethical conduct towards the company, and such unethical conduct involves alleged illegality, the company shall report the relevant facts to the judicial and prosecutorial authorities; where a public service agency or public official is involved, the company shall additionally, notify the governmental anti-corruption agency.
Article 22. Establishment of a system and Internal advocacy for rewards, penalties, and complaints, and related disciplinary measures
The company’s Administration Division shall organize one internal awareness sessions each year and arrange for the chairperson, general manager, or senior management to communicate the importance of ethics to its directors, employees, and mandataries.
The company shall link ethical management to employee performance evaluations and human resources policy, and establish clear and effective systems for rewards, penalties, and complaints.
If any personnel of the company seriously violates ethical conduct, the company shall dismiss the personnel from his or her position or terminate his or her employment in accordance with applicable laws and regulations or the personnel policy and procedures of the company.
The company shall disclose on its intranet information the name and title of the violator, the date and details of the violation, and the actions taken in response.

Article 23. Enforcement

These Procedures and Guidelines, and any amendments hereto, shall be implemented after adoption by resolution of the board of directors, and shall be delivered to each supervisor and reported to the shareholders meeting. These Procedures and Guidelines are promulgated on March 30, 2017. First amendment was made on

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August 9, 2017. Second amendment was made on February 20, 2020. Third amendment was made on March 23, 2020.

When these Procedures and Guidelines are submitted to the Board of Directors for discussion, each independent director's opinions shall be taken into full consideration, and their objections and reservations expressed shall be recorded in the minutes of the Board of Directors meeting. An independent director that is unable to attend a board meeting in person to express objection or reservation shall provide a written opinion before the board meeting unless there is a legitimate reason to do otherwise, and the opinion shall be recorded in the minutes of the Board of Directors meeting.

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Appendix 3

AIR ASIA Company Limited Articles of Incorporation (Before the revision)

Chapter I General Provisions

Article 1. The Company shall be organized in accordance with the provisions of the Republic of China Company Act relating to companies limited by shares, and shall be named 亞洲航空股份有限公司,亞洲航空 to be call in short. Its English name shall be “AIR ASIA COMPANY LIMITED”, AIR ASIA or AACL be called in short.
Article 2. The Company operates the following business:
CD01060 Aircraft and Parts Manufacturing
I101100 Aviation Consultancy
F214070 Aircraft & Parts Retailing
F114070 Wholesale of Aircraft and Parts
JE01010 Rental and Leasing Business
ZZ99999 All businesses that are not prohibited or restricted by law,
except those subject to special approval.
G501020 Civil Aviation Agency
G799990 Other Supporting Services to Transportation
F112060 Airport, Harbor and Industry Port Gasoline Stations
- J201051 Approved Training Organizations
Article 2-1. The total amount of its re-investment is not subject to the restriction on the 40% of re-investment amount as prescribed by Article 13 of Company Act.
Article 2-2. The company may require external guarantees as needed.
Article 3. The Company’s head office is located in Tainan City (Taiwan, R.O.C.), and branch offices or factory may be set up inside and outside of the country when necessary upon a resolution of the Board of Directors.
Article 4. Public announcements of the Company shall be made in accordance with Article 28 of Company Art.

Chapter II Shares

Article 5. The overall capital size of the company is set at NT$1.8 Billion, including 180 million (180,000,000) shares at a par value of NT$10 per share; the Board of Directors be authorized to the number of shares may be issued in installments.
Article 6. The company issuing and printing shares shall assign its share certificates with serial numbers, shall indicate the following particulars on such share certificates, and the share certificates shall be affixed with the signatures or personal seals of the director

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representing the company, and shall be duly certified or authenticated by the bank. The company not printing its share certificate in accordance with the provision of the preceding paragraph shall register the issued shares with a centralized securities depositary enterprise and follow the regulations of that enterprise.

Article 6-1. In the case of company decide to cease the public issue of shares, pursuant to paragraph 3 of Article 156 of the Company Act, shall propose to shareholders’ meeting for resolution.
Article 7. Transfer of shares shall not be set up as a defense against the Company, unless the name/title and residence domicile of the transferee have been recorded in the shareholders' roster.
Article 8. The entries in the shareholders' roster referred to in the preceding paragraph shall not be altered within sixty (60) days prior to the convening date of a regular meeting of shareholders, or within thirty (30) days prior to the convening date of a special meeting of shareholders, or within five (5) days prior to the target date fixed by the Corporation for distribution of dividend, bonus or other benefits.

Chapter III Shareholders’ Meetings

Article 9. The shareholders’ meeting of the Company includes the general meeting of shareholders and the special meeting of shareholders. A general meeting shall be held at least annually and called by the Board of Directors (the “Board”) within six (6) months following the end of a fiscal year.
Article 10. Notice shall be sent to all shareholders for the convening of shareholders’ meetings. For the general meeting of shareholders, any meeting notice shall be given at least thirty (30) days before the meeting date; and at least fifteen (15) days in advance for the special meeting.
Article 11. Unless otherwise specifically provided by the Company Act or by applicable law, the resolution of shareholders’ meetings shall be adopted if it is approved by the vote of a majority of the shareholders present at a meeting at which a quorum of more than one-half (1/2) of the total outstanding shares held by attending shareholders is met.
Article 11-1. When the Company holds a shareholders’ meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means in accordance with the provision of Article 177-2 of the Company Act regarding companies that shall adopt electronic voting:
When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence). When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice.

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A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extempore motion and amendments to original proposals.

Article 12. A shareholder may appoint a proxy to attend a shareholders’ meeting in

his/her/its behalf by executing a power of attorney stating therein the scope of power authorized to the proxy.

Article 13. The Chairman of the Company shall preside shareholders’ meetings. In the event the Chairman is on leave or absent or unable to attend the meeting in person, a Board Director shall be designated to act on the behalf of the Chairman at the meeting. In the absence of such a designation, the Directors of the Board shall elect from among themselves an acting chairman.

Chapter IV Directors and Other functional committees

Article 14. The Board shall consist of seven (7) to eleven (11) Directors. The term for all Directors is for three (3) years, renewable upon re-election. The above-mentioned number of directors of the company shall consist of at least three independent directors, and shall not less than one fifth of the total number of directors. In case a candidates’ nomination system is adopted by the company for election of the directors (Including Independent Directors) of the company, the adoption of such system shall be expressly stipulated in the Articles of Incorporation of the company.
Article 15. The Board of Directors shall elect a chairman of the board directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors, and may also elect in the same manner a vice chairman of the board in accordance with the provisions of the Articles of Incorporation. In case the chairman of the Board of Directors is on leave or absent or cannot exercise his power and authority for any cause, the provisions of Article 208 of Company Art.
Article 16. The company has implemented General Manager Responsibility System, the execution of the business is the responsibility of the general manager. The company's business policy and other major issues shall be decided by the board of directors. Except for the first time the Board of Directors of each session is handled in accordance with Article 203 of the Company Act, the rest is convened by the chairman of the board of directors.
Article 17. Unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. All board directors shall attend board meetings in person; if

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attendance in person is not possible, they may, pursuant to the company's articles of incorporation, appoint another director to attend as their proxy. Attendance via teleor video-conference is deemed as attendance in person.

Article 18. Pursuant to Article 14-4 of the Securities Exchange Act, the company shall establish either an audit committee or a supervisor. The audit committee shall be composed of the entire number of independent directors.
Article 18-1. The compensation paid to Directors for their services shall be determined by the Board with recommendations from the Remuneration Committee and consideration of the Directors’ participation in and devotion to the operation of the Corporation and the Company’s operating performance as well as with reference to the common practical standards.
Article 18-2. The company shall create a Remuneration Committee and any number of functional committees. The Board shall set forth, by resolution(s), the requirements applicable for developing committee bylaws.

Chapter V Managerial Personnel

Article 19. The company may have one or more managerial personnel in accordance with Articles of Incorporation. Appointment and discharge and the remuneration of the managerial personnel shall be decided in accordance with Article 29 of Company Act.
Article 20. (Deleted)

Chapter VI Accounting

Article 21. The Company’s fiscal year shall be from January 1 of each year to December 31 of the same fiscal year. At the close of each fiscal year, the Board of the Directors shall prepare Business report, the financial statements and the stock dividend distribution or loss off-setting proposals to the shareholders’ meeting for ratification.
Article 22. In the case of a profit, the Company shall set aside 1%~3% of the profit to be compensation for employees. If there are accumulated losses, the value to make up for the losses should be set aside first, reserved in advance to offset the deficits.
Article 22-1. In the case of a profitable fiscal year, the Company shall pay taxes in accordance with the law, make up accumulated deficits, then allot 10% to the statutory surplus reserve, except for the statutory surplus reserve has reached the total paid-in capital of the company. In accordance with regulations, the remaining balance shall be appropriated or reversed special reserves. If there is still surplus, and accumulated undistributed earnings, the Board of Directors shall submit an allocation proposal. If dividend is distributed in issued new shares, shall be made in accordance with the provisions of Article 214 of the Company Law. If dividend is distributed in cash, shall be made in accordance with the provisions of Article 23-2 of Article of

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Incorporation.

Article 23. The company's dividend policy is based on the principle of stability and balance. In addition to considering the profit of the shareholders, the company shall take into account the impact of the company's operations.
The company allocate the at least 50% annual distributable surplus to shareholders’
dividend according to factors such as financial, business and operational aspects. The distribution of surplus is prioritized by cash dividends and may also distributed by stock dividends. However, the proportion of stock dividends shall not higher than 50% of the total dividends. In case there are no earnings for distribution in a certain year, or the earnings of a certain year are far less than the earnings actually distributed by the Company in the previous year, or considering the financial, business or operational factors of the Company, the Company may allocate a portion or all of its reserves for distribution in accordance with relevant laws or regulations or the orders of the authorities in charge.

The Board meeting shall be attended by two-thirds of the total directors, and resolved by a majority votes at the Board meeting, to distribute dividends and bonuses in whole or in part to be paid in cash, and report to the shareholders’ meeting.

Article 24. Rules governing the organization of the Company as well as other important bylaws shall be prescribed separately by the Board of Directors.
Article 25. Matters not prescribed under this Articles of Incorporation shall be governed by and construed in accordance with the provisions of Company Act.
Article 26. This Articles of Incorporation was agreed upon and signed on October 31, 1954.The first amendment was made on February 9, 1955. The second amendment was made on June 18, 1956. The third amendment was made on February 6, 1959. The fourth amendment was made on April 1, 1959. The fifth amendment was made on July 28, 1959. The sixth amendment was made on January 24, 1966. The seventh amendment was made on June 28, 1967.The eighth amendment was made on June 7, 1968. The ninth amendment was made on August 14, 1972. The tenth amendment was made on July 31, 1973. The eleventh amendment was made on April 28, 1975. The twelfth amendment was made on August 27, 1975. The thirteenth amendment was made on April 12, 1976. The fourteenth amendment was made on December 4, 1986. The fifteenth amendment was made on April 20. 1987. The sixteenth amendment was made on September 14, 1987. The seventeenth amendment was made on September 30, 1987. The eighteenth amendment was made on June 2, 1988. The nineteenth amendment was made on July 29, 1988. The twentieth amendment was made on May 8th, 1989. The twenty-first amendment was made on May 8th. 1992. The twenty-

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second amendment was made on February 24, 1994.The twenty-third amendment was made on December 16, 1994. The twenty-fourth amendment was made on May 7th, 1999. The twenty-fifth amendment was made on April 26, 2000. The twentysixth amendment was made on April 29, 2002. The twenty-seventh amendment was made on June 20, 2003. The twenty-eighth amendment was made on June 28, 2005. The twenty-ninth amendment was made on June 24, 2008. The thirty amendment was made on June 15, 2012. The thirty-first amendment was made on December 17, 2012. The thirty-second amendment was made on June 8, 2016. The thirty-third amendment was made on June 19, 2017. The thirty-fourth amendment was made on September 25, 2017. The thirty-fifth amendment was made on June 11, 2018. The thirty-sixth amendment was made on June 17, 2019. The thirty-seventh amendment was made on June 17, 2020. The thirty-eighth amendment was made on September 23, 2020.

Article 26-1. This Articles of Incorporation, Articles 14, 18, 18-1 of Chapter 4 and Article 21 of Chapter 6 was amended and approved on June 15, 2012, shall be applicable after the expiration of the term of the directors and supervisors elected on the July 30, 2009. However, if the shareholders' meeting decides to re-elect all directors in advance, the revised provisions shall apply.

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Appendix 4

AIR ASIA Company Limited Rules of Procedures for Shareholders’ Meeting (Before the revision)

Article 1. To establish a strong governance system and sound supervisory capabilities for the Company's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance BestPractice Principles for TWSE/GTSM Listed Companies.

Article 2. The rules of procedures for the Company's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Article 3. Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors.

The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Matters pertaining to election or discharge of directors, amendment of the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in paragraph 1, Article 185 of Company Act, Article 26-1 and Article 43-6 of Securities and Exchange Act,

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Article 56-1 and Article 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the of meeting notice, and not be brought up as extemporary motions; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and such website shall be indicated in the above notice.

The convening of the shareholders' meeting has stated the full re-election of directors and the date of appointment. After the re-election of the shareholders' meeting, the same meeting shall not change its appointment date by temporary motion or other means.

A shareholder holding one percent or more of the total number of issued shares may submit to the company a proposal for discussion at a regular shareholders meeting. Such proposals, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda. A shareholder may submit proposal proposed for urging a company to promote public interested or fulfill its social responsibilities. In terms of procedure, it shall be limited to the regulations in Article 172-1 of the Company Act; such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the book closure date before a regular shareholders meeting is held, the Bank shall publicly announce that it will receive shareholder proposals in writing or by way of electronic transmission, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4. For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.

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A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5. The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

Article 6. The Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

Shareholders and their proxies (collectively, “shareholders”) shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is

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appointed to attend as proxy, it may designate only one person to represent it in the meeting.

Article 7. If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

It is advisable that shareholders meetings convened by the Board of Directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 8. The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 9. Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the

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shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article 10. If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Unless otherwise resolved at the shareholders’ meeting, the chairman cannot announce adjournment of the shareholders’ meeting before all the discussion items (including extempore motions) set forth in the agenda are resolved. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

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The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote. And arrange adequate voting time.

Article 11. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Article 12. Voting at a shareholders meeting shall be calculated based the number of shares. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently

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appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act. When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the

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attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. 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 14. The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 15. Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the statistical tallies of the numbers of votes), the election of directors, the

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results of voting shall be announced, including the numbers of votes in each and shall be retained for the duration of the existence of the company. Article 16. On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting. If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period. Article 17. Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands. The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word “Proctor”. At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing. When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting. Article 18. When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed. If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act. Article 19. These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings. These rules were implemented on April 26, 2000. The first amendment was made on June 28, 2002. The second amendment was made on June 29, 2007. The third amendment was made on June 15, 2012. The fourth

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amendment was made on December 17, 2012. The fifth amendment was made on June 27, 2014. The sixth amendment was made on June 11, 2018. The seventh amendment was made on June 17, 2020. The eighth amendment was made on September 23, 2020.

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Appendix 5

AIR ASIA Company Limited Procedures for Election of Directors

Article 1. To ensure a just, fair, and open election of directors these Procedures are adopted pursuant to Articles 21 and 41 of the Taiwan Corporate Governance Best-Practice Principles for TWSE/Taipei Exchange Listed Companies.

Article 2. Except as otherwise provided by law and regulation or by the Company’s articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.
Article 3. The overall composition of the board of directors shall be taken into consideration in the selection of the Company’s directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
Basic requirements and values: Gender, age, nationality, and culture.
Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience. Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:
1. The ability to make judgments about operations.
2. Accounting and financial analysis ability.
3. Business management ability.
4. Crisis management ability.
5. Knowledge of the industry.
6. An international market perspective.
7. Leadership ability.
8. Decision-making ability.

More than half of the directors shall be persons who have neither a spousal

relationship nor a relationship within the second degree of kinship with any other director.

The board of directors of the Company shall consider adjusting its composition based on the results of performance evaluation.

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Article 4. (Deleted)

Article 5. The qualifications for the independent directors of the Company shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

The election of independent directors of the Company shall comply with Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies of Taiwan, and shall be conducted in accordance with Article 24 of the Corporate Governance Best-Practice Principles for TWSE/Taipei Exchange Listed Companies.

Article 6. Elections of both directors at the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.

When the number of directors falls below five due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation’s articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies. Article 7. The cumulative voting method shall be used for election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. Article 8. The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. Article 9. The number of directors will be as specified in the Company’s articles of incorporation, with voting rights separately calculated for independent and nonindependent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus

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exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

Article 10. Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

Article 11. (Deleted)

Article 12. A ballot is invalid under any of the following circumstances:

The ballot was not prepared by authorized conveners.
A blank ballot is placed in the ballot box.
The writing is unclear and indecipherable or has been altered.
The candidate whose name is entered in the ballot and the roster of the directors candidates do not match.
Other words or marks are entered in addition to the number of voting rights allotted.
Article 13. The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Taiwan Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 14. The board of directors of the Company shall issue notifications to the persons elected as directors or supervisors.
Article 15. These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting. These procedures was established on June 16, 2000. The first amendment was made on June 28, 2002. The second amendment was made on June 29, 2007. The third amendment was made on December 17, 2012. The fourth amendment was made on June 19, 2017. The fifth amendment was made on June 11, 2018. The sixth amendment was made on June 17, 2019. The seventh amendment was made on September 23, 2020.
Article 15-1. Article 1, Article 2, Article 4, Article 6, Article 7, Article 8, Article 9, Article 13, and Article 14 of these Procedures were applicable after the expiration of the term of the directors and supervisors elected on the July 30th 2009. However, if the shareholders' meeting decides to re-elect all directors in

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advance, the revised provisions shall apply.

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Appendix 6

AIR ASIA Company Limited Shareholdings of all Directors

Book closure date ： April 25, 2021

			shareholdings of shareholders’ list on	shareholdings of shareholders’ list on
Title	Name		book closure date
			Shares(Note)	%
Chairman of the Board	Tian-Lin Lu	Taiwan Aerospace Corp. Representative	92,156,523	68.62
Member of the Board	Chin-Ming Chen
Member of theBoard	Ho-Cheng Hsieh
Member of the Board	Kuan-Yu Shih
Member of the Board	Yueh-Tsung Li
Member of theBoard	Su-Hua Jheng	Taiwan Sugar Corporation Representative	17,800,712	13.26
Member of theBoard	Cheng-Wei Yu
Member of the Board	Chun-Wei Lu		-	-
Independent Director	Jen-Wei Ko		-	-
Independent Director	Shih-Chang Huang		-	-
Independent Director	Jung-Chih Kao		-	-
Total			109,957,235	81.88

NOTE:

As of book closure date of the General Shareholders’ Meeting (April 25, 2021), the total issued shares were 134,292,080 shares, and the minimum shareholdings by all Directors were 8,000,000 shares.
In accordance with Article 2 of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”, if more than two Independent Directors are elected, the shareholdings by all Directors and supervisors outside the Independent Directors shall be reduced to 80%. The Company has set up an Audit Committee, so no applicable for the minimum shareholdings by the supervisors.

Disclaimer: this document is a translation from the Chinese version. In the case for any discrepancy the original document shall supersede this version.

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AI assistant

AACL — AGM Information 2021

52173_rns_2021-08-27_9ae41b4d-a84a-44d3-bf9e-56a15d330ffc.pdf

Stock code ： 2630

Handbook

Table of Contents

ONE. Meeting Procedure

TWO. Meeting Agenda

AIR ASIA Company Limited Agenda of the 2021 Annual General Shareholders’ Meeting

3. Report Items

5. Matters for Discussion

THREE. Report Items

FOUR. Matters for Ratification

FIVE. Discussion Items

Explanation:

SIX. Election Matter

SEVEN. Other Matters

EIGHT. Extempore motion

NINE. Meeting Adjourned

TEN. Annexes

Annex 1.

AIR ASIA Company Limited Business Report

B. Government and military aircraft maintenance business

Audit Committee Audit Report

To

AIR ASIA CO., LTD.

Independent Auditors’ Report Translated from Chinese

Opinion

Basis for Opinion

Key Audit Matters

1. Revenue recognition

Description of key audit matter:

Other Matter

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

Auditors’ Responsibilities for the Audit of the Financial Statements

KPMG

Notes to Readers

AIR ASIA CO., LTD. AND SUBSIDIARIES

Independent Auditors’ Report Translated from Chinese

Opinion

Basis for Opinion

Key Audit Matters

1. Revenue recognition

亞洲航空股份有限公司

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

Notice to Readers

AIR ASIA Company Limited Comparison table for the amendment of “Ethical Corporate Management Best Practice Principles” Before and after revision

AIR ASIA Company Limited Comparison table for the amendment of “Procedures for Ethical Management and Guidelines for Conduct” Before and after revision

Air Asia Company Limited Distribution of 2020 earnings

AIR ASIA Company Limited Comparison table for the amendments of “Articles of Incorporation” Before and after revision

Annex 8.

AIR ASIA Company Limited Comparison table for the amendments of “Rules of Procedures for Shareholders’ Meeting” Before and after revision

Article 14.

Annex 9.

List of Director Candidates

Annex 10.

List of Independent Director Candidates

Details of relieved competition for newly-elected Directors and their re resentatives p

ELEVEN. Appendixes

AIR ASIA Company Limited Ethical Corporate Management Best Practice Principles (Before the revision)

Article 1. Purpose and applicable scope

Article 2. Prohibition of unethical conduct

Article 3. Types of benefits

Article 4. Compliance with laws and regulations

Article 5. Policies

Article 6. Prevention programs

Article 7. Scope of prevention programs

Article 8. Commitment and Implementation

Article 9. Ethical corporate management in commercial activities

Article 17. Organization and accountability

Article 23. Whistleblowing system

Article 25. Information disclosure

AIR ASIA Company Limited Procedures for Ethical Management and Guidelines for Conduct (Before the revision)

Article 1. Purpose of adoption and scope of application

Article 4. Types of benefits

Article 9. Procedures for handling political contributions

Article 11. Recusal

AACL AGM Information 2021

Stock code `：` 2630

`亞洲航空股份有限公司`