AACL - AGM Information 2022 | FinancialReports.eu

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Stock code `：` 2630

AIR ASIA Company Limited 2022 Annual General Shareholders’ Meeting Agenda

Handbook

Date: June 15, 2022 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	……………………………………………	3
FOUR.	Matters for Ratification ……………………………………………		4
FIVE.	Discussion Items ……………………………………………		5
SIX.	Extempore motion ……………………………………………		6
SEVEN.	Meeting Adjourned ……………………………………………		6
EIGHT.	Annexes
	Annex 1	Business Report of 2021 ……..……………………	7
	Annex 2	Audit Committee Audit Report of 2021 …..………	14
	Annex 3	Independent Auditors’ Report and Financial	15
		Statements of 2021
	Annex 4	Directors’ Remuneration Report of 2021	35
	Annex 5	Comparison table for the amendments of	38
		“Sustainable Development Best Practice Principles”
		before and after revision
	Annex 6	The distribution of 2021 earnings ……..…………	46
	Annex 7	Comparison table for the amendments of “Articles	47
		of Incorporation” before and after revision
	Annex 8	Comparison table for the amendments of	48
		“Procedures for Acquisition or Disposal of Assets”
		before and after revision
	Annex 9	Comparison table for the amendments of “Rules of	53
		Procedures for Shareholders’ Meeting” before and
		after revision

	Annex 10	Details of relieved competition for current Directors	76
NINE.	Appendix
	Appendix 1	Corporate Social Responsibility Best Practice	77
		Principles
	Appendix 2	Articles of Incorporation …………………….……	84
	Appendix 3	Procedures for Acquisition or Disposal of Assets	90
	Appendix 4	Rules of Procedures for Shareholders’ Meeting ....	111
	Appendix 5	Shareholdings of all Directors …….…..…………	121

亞洲航空股份有限公司

Air Asia Co., Ltd

ONE. Meeting Procedure

AIR ASIA Company Limited Procedure of the 2022 Annual General Shareholders’ Meeting

One. Meeting Commenced

Two. Chairman’s Statement

Three. Report Items

Four. Matters for Ratification

Five. Matters for Discussion Six. Extempore motion Seven. Meeting Adjourned

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TWO. Meeting Agenda

AIR ASIA Company Limited Agenda of the 2022 Annual General Shareholders’ Meeting

Date＆Time：June 15, 2022 (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 2021
(2) Audit Committee Audit Report of 2021
(3) Distribution of employees’ profit sharing bonus of 2021
(4) To report the distribution of 2021 earnings
(5) Directors’ Remuneration Report of 2021
(6) Change of name and amendments to the “Corporate Social Responsibility Best Practice Principles” report
Matters for Ratification
(1) Business Report and Financial Statements of 2021
(2) Proposal of Distribution of 2021 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 “Procedures for Acquisition or Disposal of Assets”
(4) Amendment to the “Rules of Procedures for Shareholders’ Meeting”
(5) To lift restrictions on competition behavior of current Directors

6. Extempore motion

7. Meeting Adjourned

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Air Asia Co., Ltd

THREE. Report Items

Business Report of 2021

Description: Business Report of 2021 is attached as hereto as Annex 1. (Please refer to page 7~13)

Audit Committee Audit Report of 2021

Description: Audit Committee Audit Report of 2021 is attached as hereto as Annex 2. (Please refer to page 14)

Distribution of employees’ profit sharing bonus of 2021

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 2021 are 2%, total amount is NT$1,591,229 in cash.
(3) Company did not distribute compensation to Directors.
To report the distribution of 2021 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 surplus dividends or legal reserve, will be paid in cash and reported to the shareholders' meeting.
(2) It was approved by the 9[th] meeting of the 4[th] term of Board of Directors on February 23, 2022 to distribute a cash dividend of NT$37,641,030 (NT$0.25 per share), and authorize the Chairman to set another dividend base date, distribution date and adjust the dividend rate and other related matters, due to the Company's first domestic unsecured conversion of corporate bonds to increase its share capital, the adjusted dividend rate is NT$0.24998 per share.
(3) The total cash dividends distributed this time are NT$37,641,030, which is expected to be distributed on May 20, 2022.
Directors’ Remuneration Report of 2021
(1) As per Article 10-1 of the Company’s Corporate Governance Best Practice Principles, it is advisable that the Company furnish reports on the Directors’ remuneration in its regular Shareholders’ Meetings, including remuneration policies, contents of respective remuneration and their amounts, and their relevance to the performance appraisal results.
(2) Directors’ Remuneration Report of 2021 of the Company is attached as hereto as Annex 4. (Please refer to page 35~37)
Change of name and amendments to the “Corporate Social Responsibility Best Practice Principles” report

Comparison table for the amendments of “Sustainable Development Best Practice Principles” before and after revision is attached as hereto as Annex 5. (Please refer to page 38~45)

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FOUR. Matters for Ratification

Matter 1: Proposal and ratify the Business Report and Financial Statements of 2021.

(Proposed by the Board of Directors)

Explanation:

(1) Financial Statements and Consolidated Financial Statements of 2021 have been audited by Yen-Ta Su and Hui-Yuan Chen of KPMG. A collate with Business Report of 2021 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 2021, is attached as hereto as Annex 1. (Please refer to page 7~13) and Annex 3 (please refer to page 15~34).

Resolution:

Matter 2: Proposal and ratify for the distribution of 2021 earnings.

(Proposed by the Board of Directors)

Explanation:

(1) 2021 net profit after tax is NT$76,983,233. After setting aside the legal reserve of NT$7,698,323 and appropriated retained earnings of NT$555,098, adding beginning retained earnings of NT$276,091. Totaling retained earnings available for distribution are NT$69,005,903. Based on the current 150,564,120 shares, cash dividends will be NT$$0.25 per share, the stock dividend will be NT$0.208 per share, and the total dividend is NT$0.458 per share, for a total of NT$68,958,370.
(2) Table of “Distribution of 2021 earnings” is attached as hereto as Annex 6. (Please refer to page 46).

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) In order to strengthen the capital structure, the Company proposes to allocate a stock dividend of NT$31,317,340 from its distributable surplus for transfer of capital increase and issuance of 3,131,734 new shares in 2021, and also allocate NT$81,605,760 (NT$$0.542 per share) from the capital reserve transfer of capital increase for issuance of 8,160,576 new shares. The capital increase amounted to NT$112,923,100 and issued 11,292,310 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 20.8 free shares per thousand shares, and the capital reserve transfer to capital increase is allotted 54.2 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) In the event that the distribution of cash to each share to shareholders is affected by any change in the Company’s equity or other reasons, or that such distribution is required to revise due to changes in regulations and provisions by competent authorities, it is proposed that the Board of Directors be authorized in a Shareholders’ Meeting to determine the necessary action.

Resolution:

Matter2: Amendment to the Articles of Incorporation.

(Proposed by the Board of Directors)

Explanation:

(1) Relevant articles in the Company’s “Articles of Incorporation” are revised pursuant to amendments to the Company Act.
(2) Comparison table for the “Articles of Incorporation” before and after revision, is attached as hereto as Annex 7 (Please refer to page 47).

Resolution:

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Air Asia Co., Ltd

Matter 3: Amendment to the Procedures for Acquisition or Disposal of Assets.

(Proposed by the Board of Directors)

Explanation:

(1) To amend “Procedures for Acquisition or Disposal of Assets” following per 28 Jan. 2022 Order No. Financial-Supervisory-Securities-Corporate-1110380465 of the Financial Supervisory Commission, Executive Yuan and in cooperation with practice operation and fortifying the managements over the trading with the related parties.
(2) Comparison table for the “Procedures for Acquisition or Disposal of Assets” before and after revision, is attached as hereto as Annex 8 (Please refer to page 48~52).
Resolution:

Matter 4: Amendment to the Rules of Procedures for Shareholders’ Meeting.

(Proposed by the Board of Directors)

Explanation:

(1) To amend “Rules of Procedures for Shareholders’ Meeting” pursuant to the provision that “Shareholders’ Meetings of a public company can be held by means of visual communication network” as effected in the Company Act.
(2) Comparison table for the “Rules of Procedures for Shareholders’ Meeting” before and after revision, is attached as hereto as Annex 9 (Please refer to page 53~75).
Resolution:

Matter 5: To lift restrictions on competition behavior of current Directors.

(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 gain the aid of specialty and relevant experiences of the Company’s Directors, the Company proposes the Shareholders' Meeting for the consent to lift restrictions on the competition behavior of current Directors.
(3) For details of relieved competition for current Directors, please refer to Annex 10 (Please refer to page 76).
(4) Please discuss.

Resolution:

SIX. Extempore motion

SEVEN. Meeting Adjourned

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EIGHT. Annexes

Annex 1.

AIR ASIA Company Limited Business Report

Business Report of 2021
(1) Business Implement Outcome

Total revenue for 2021 was NT$3,884,970 thousand dollars, the net profit after tax was NT$76,983 thousand dollars, earnings per share after tax was NT$0.53.

(2) Budget Implementation

Annual business revenue was NT$3,884,970 thousand dollars in 2021, compared to the budgeted amount of NT$4,054,173 thousand dollars decreased NT$169,203 thousand dollars; after-tax net profit was NT$76,983 thousand dollars, compared to the budgeted amount of NT$95,366 thousand dollars decreased NT$18,383 thousand dollars; the decline was caused by the deferred incoming of aircrafts and revenue due to the denied entry of technical representatives resulting from influences on commercial aircraft business by border quarantine policies, as well as the margin deficit due to the idled productivity surpassing the budget resulting from the insufficient work progress.

(3) Analysis of financial income and expenditure and profitability

Company’s net profit after tax in 2021 was NT$76,983 thousand dollars, business revenue and profitability were as follows:

  - A. Business revenue in 2021 was NT$3,884,970 thousand dollars, a decrease of NT$10,121 thousand dollars compared to NT$3,895,091 thousand dollars in 2020, mainly due to the decrease in the repairs under the commercial maintenance for AH1W helicopter of the ROC Army.

  - B. Net profit after tax in 2021 was NT$76,983 thousand dollars, increased NT$34,595 thousand dollars compared to NT$42,388 thousand dollars in 2020, mainly due to the higher margin generated in the repair on commission cases under the commercial maintenance project for helicopters in 2021.

Business Plan Overview of 2022
(1) The Business Side
- A. Commercial aircraft maintenance business

The Commercial Aircraft Business Unit is the professional repairing factory mainly engaged in single-aisle narrow-body/spur aircraft such as Boeing B737, Airbus A320 series and Bombardier Dash8-Q400, based on the “maintaining existing customers” and “developing new customers” strategies, we will develop short, medium and longterm plans to expand capability and strive for new customers and fleets to enter the factory.

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

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development plans. In 2021, albeit the influences by the epidemic remained, due to the Company’s strategic changes pivoting toward the aircraft return/parking business in collaboration with aircraft leasing companies including parking for heavy maintenance for customers such as BBAM, GECAS, Skyvision, etc. as well as C check and main checks before return for additional 13 customers, the number of aircrafts maintained increased to 52 compared to 44 aircrafts in the previous year. During the epidemic period, it also actively prepared to build up the maintenance capability for ATR and P2012, 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 development preparation was completed in the year 2018. In 2019, it began to enter the main domestic airports such as Taoyuan, Taichung, Tainan and Kaohsiung. In the future, we will continue to extend northbound to Songshan Airport in line with customer demand, providing customers with immediate line maintenance services for shutdown, 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 enhanced services in the sign-off authorization of Airbus A320neo and Boeing B737CL. The Company has drafted plans for obtaining the future sign-off authorizations of the Boeing B737 MAX. By taking advantage its idle manpower, the Company accepts the commercial maintenance of King Air 200 NA-301 for the National Airborne Service Corp. of the Ministry of the Interior, and also supports UH60M for line maintenances, thus maintaining the capability of shutdown lines effectively. If the vaccination becomes prevalent 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

We exactly carried out the repair and maintenance business of various types of aircraft and accessories according to the contracts of “Air Force Second Logistics Command Military Factory Delegating Private Operation Project” and “Air Force Songshan Base Command Rehabilitation and Supply Team Delegating Private Operation Project”, based on the principle of flight safety first. And we shall, on-time and as the quality required, complete the military commissioned work, ensure that annual repairs are completed, meet customer needs, support the shortage of troops, and carry out combat, drills, and training tasks.

We had fully used the transferred assets from Second Logistics Command in GOCO Project for performance of third-party operations (Pingdong Flight Repair FactoryFBO, spray paint, MRO/Taichung accessory factory-electroplating, hydraulic II certification items), in order to increase the overall revenue and create the operation results in GOCO project.

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We shall actively strive for renewed contract (Jan. 1, 2022) of “Air Force Songshan Base Command Rehabilitation and Supply Team Delegating Private Operation Project”, and to increase extended works on line maintenance and extra income.

Following with the Songshan Project awarded, the Company also actively bids for the Technical Order Update Project for the Fokker 50 model by the Education, Training and Doctrine Development Command, with projected revenue of EUR 110,000 annually and proposed execution of 5 years.

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

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 Planning Office, the Company’s Military Aircraft Maintenance Business Unit 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; currently has signed technical support agreements with Sikorsky Helicopter Company and Boeing Company (Helicopter).

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.

Riveted tail rotor drive shaft modification of TH-67and the procurement with maintenance project of AHRS Attitude & Heading Reference Systems for OH-58D are planned to continue implement replacement and partial delivery in 2022, which will effectively solve the problem of the proper rate of ROC Army.

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

Contending for the bidding of maintenance and materials procurement project for the National Airborne Service Corps UH-60M “Black Hawk” helicopter and its accessories to increase revenue.

Applying for conferring certification on the trial research and repair for the main rotor blades of S-70C helicopter, and bidding for shift of the original repairs on commission to the maintenance by the Company for expanded repair capability.

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

(2) Future Business development strategy
A. Commercial aircraft maintenance business

Due to the impact of Covid-19, most of the foreign air carriers canceled scheduled maintenance plans or transferred to local maintenance providers. The strategic focus will shift to the enhanced cooperation with domestic airliners along with the partnership with rental firms, competing for the grand examination for parking and return in order to increase the revenue. In addition, encourage existing foreign airliner clients to pay a visit continuously. The Company also assists their technical representatives with relevant pandemic prevention scheme during their stay in Taiwan, so as to increase the convenience and the incentive during their residence; the short, Medium-term and long-term plans for the market are as follows:

a. Short-term goals: Striving for Line Maintenance business: Actively strive for the Line Maintenance business of various airlines flying to Taiwan. Expecting through Line Maintenance, strive for further Heavy Maintenance markets. Development airlines market: Strengthen domestic market, spread out to rental firms with an aim to negotiate for the grand examination of parking and return.
b. Medium-term goal: Expand the customer base and available aircraft models.
c. Long-term goal: Establish the threshold, boost service quality, digitalize factories and schedule quality meetings with clients regularly.
B. Government and military aircraft maintenance business

Establishment of Taiwan area hardware fastener plating center: Taichung's accessory plating workshop has 25 plating tanks, which can perform chrome plating, cadmium plating and anodizing. In order to expand the use of transferred equipment, manpower and strive for third-party operations, we have actively planned to handle ventilation and exhaust improve project, equipment maintenance, purchase and automation operation, and has acquired ISO 9001 and AS 9110 certification and apply to join “TYSIA”. Through marketing promotion, we will strive for electroplating and 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. The pre-audit is expected to be performed by the PRI Association in Mar. 2022, with the certification works to be completed this year.

Strive for industrial cooperation capacity development: F-16 hydraulic HYD-II Taichung accessories factory has been certified with 20 hydraulic components maintenance capacity development. The industrial cooperation items regarding F-16 model still have hydraulic pressure HYD-I industrial cooperation - 9 items for realizable technology transfer, 1 item for oxygen regulator industrial cooperation - realizable technology transfer, fuel industrial cooperation project - 7 items for realizable technology transfer, industrial cooperation project for the aerodynamic

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(environmental control) - 16 items for realizable technology transfer, industrial cooperation project for the heavy-duty landing gear - 6 items for realizable technology transfer, electric industrial cooperation project - 10 items for realizable technology transfer and 16 items for P-3C propeller system industrial cooperation - realizable technology transfer in the future. After completing the capability preparation and certification, will include the transferred capability lists from the GOCO project of Air Force Second Logistics Command for the work commissioned handover repair operation by Air Force.

Actively expand the third-party operations: Actively expand third-party operations: plan to expand the third-party operation of Pingtung aircraft maintenance factory to execute FBO, civil aircraft paint spray or removal/MRO, Taichung accessory factory electroplating and surface treatment and other third-party operation. Thus, establish an “entry barrier” on Air Force Second Logistics Command’s state-owned privateoperating projects, in order to obtain the best favorable position for the renewal/new contract.

The certification of qualification level for military manufacturers: according to the setup and plan of Planning Office, actively complete servicing work related to the items of Military Aircraft Business Unit which are under evaluation, in order to obtain the certification of qualification level for military manufacturers by national defense industries, ensure the bidding qualification and advantages in cases related to national defense industries afterwards.

C. Helicopter Business Unit maintenance business

An application for hanging FAA certification is planned for expanding the repair business in Asia. Currently negotiating with the South Korean military and government agencies (UH-60 and KUH-1) Breeze-Eastern rescue hoists and cargo hooks repair/overhaul matters.

Applying for the trial research and repair operations for main rotor blade of Army UH60M, followed by upcoming plans for bidding the repairs of main rotor blade of UH60M under the Army, Air Force and National Airborne Service Corps as well as its expansion to the overseas.

The fuel tank structure and wiring harness overhauls for Army CH-47SD helicopters is developed with a view to generate revenue.

Promoting helicopter repair business in Asia to generate operation performance.

Negotiating the industrial cooperation items on the UH-60R helicopter with the Navy along with the prudent assessment on the establishment of capability to expand the repair capability and for the sustainable operation.

D. Make full use of the state-owned private-operating Dasheng camp to implement third party operation, in order to increase the maintenance capability. Now we have been certified by the Civil Aviation Administration of the United States, Taiwan, Russia, the Philippines, Indonesia, Cayman, South Korea, Vietnam, Bermuda and Laos, and may carry out the aircraft maintenance business of those countries. In the future, we will, in cooperation with business demands, continue to catch up the civil aviation bureau's renewal schedule and handle the Dasheng camp maintenance factory certification operation.

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(3) The management side

In order to achieve the overall operational objectives, we will actively grasp the overall operation and function, adopt a professional division of talent adaptability and strengthen the management of teamwork, and continue to strengthen the following key points:

A. To improve the manpower of performance.
a. Continuous manpower reduction, aiming at maximizing per capita output value.
b. The recruitment channels and the selection process shall be objective and impartial in order to select suitable employees.
c. Reward the license holders and trained professionals to enhance the competitiveness of the civil aircraft business.
B. Professional Training to Cultivate Human Resources
a. Train technical manpower and reserve talents through school-to-work Programs with colleges and self-organized aircraft maintenance training courses to enhance qualified manpower and increase repair capability.
b. Introduce the youth employment workplace training program, emphasize on youth's workplace adaptability and professional skills learning, in order to improve youth’s job satisfaction and employment stability.
c. Execute promotion plan for enterprise human power resources and manage trainings for different professional fields based on company’s policy and sufficient competency to keep increasing the quality of Company’s employees.
d. Organizing the Implementation Plans Governing Subsidy on Trainings for Creating Employment Stability for Middle-Aged and Elderly Employees, in which the professional capability courses are devised for middle-aged and elderly employees to strengthen their competitiveness at workplace.
e. Handling supervisor training for management functions, so as to produce the work team's coherence and management synergy.
f. Encourage and assist employees to obtain licenses in order to increase the proportion of civil aviation licenses holders in the whole employees and improve existing repair standards.
g. 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. Continuous analysis of manpower usage and control of idle manpower, arrange job training, rotation and supporting for fully utilization of manpower.
b. Encourage production units to handle manpower exchange and training of second expertise, in order to meet the goals of cooperating with of working capability, adjusting human complementarily and reducing idle capability.
c. In line with work needs, actively adjust manpower by shifting and spelling, in order 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.

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D. Certification and quality improvement
a. Strive to obtain the EASA repair station and NADCAP special processing fabrication quality management system certification, and maintain the maintenance certificate granted by the civil aviation authorities of various countries and capability. Assist in the establishment of new capabilities according to business needs and effectively expand the market.
b. Implement comprehensive safety and comprehensive quality assurance with the Safety Management System and maintenance specifications 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 price negotiation with suppliers, bear penalties by signing contracts, reduce operation cost, ensure company’s profits, and achieve set objectives.
c. Keep the reviewing of reduction of materials in stock and demand supplier to deliver by lot based on company’s requirement by order to achieve the goal “receive and ship” and to reduce period of material hoarding.
d. Expanding business sources and business conditions to reduce the time and cost of waiting for materials, Each Business Unit conducts project profit and loss view semi-annually, including project purchase of unused materials, to reduce the occurrence of excess materials.
e. The Company's bulk materials are delivered from the United States, and the air freight imported from the United States will have an upward trend in 2021 compared with 2020, with an increase of about 30%. The reason after analyses: the number of commercial aircraft entering the factory decreased considerably due to the Covid-19 epidemic is slowing down in 2021. The increase in the number of incoming commercial aircrafts from Northeast Asia has brought about the increase in the purchase orders and quantities for the materials used in commercial aircraft repairs. To truly realize the cut in transportation costs, the customs broker accountable for the Company’s customs affairs has been informed to provide the turnkey import and export transportation and customs clearance briefs.

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 2021 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 2022 Annual General Meeting of Shareholders

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Audit Committee Convener:

February

23,

2022

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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, 2021 and 2020

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, 2021 and 2020, the statements of comprehensive income, changes in equity and cash flows for the years 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, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements 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(t) “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(e) “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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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 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.

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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, 2022

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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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, 2021 and 2020

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, 2021 and 2020, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), 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(e) “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 Company has prepared its parent company only financial statements as of and for the year ended December 31, 2021, on which we have issued an unmodified opinion.

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.

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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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`亞洲航空股份有限公司`

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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`亞洲航空股份有限公司`

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, 2022

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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`亞洲航空股份有限公司`

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See accompanying notes to consolidated financial statements.

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See accompanying notes to consolidated financial statements.

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See accompanying notes to consolidated financial statements.

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Annex 4.

Directors’ Remuneration Report of 2021

The remuneration of the Company's Directors and Independent Directors is governed by the Company's “Articles of Incorporation” and the Company's “Regulations Governing the Remuneration of Directors and Managers,” which only pays regular transportation expenses with no extra directors or supervisors’ bonus.

The remuneration of the Company's Chairman is governed by the Company's “Regulations Governing the Remuneration of Directors and Managers.” In addition to regular salary, year-end bonus will be given based on financial performance indicators, talent cultivation status, quality and risk control performance result. If any special contribution is performed, it will be reviewed by Remuneration Committee and reported to Board of Directors for bonus.

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Remuneration Paid to Directors and Independent Directors

Title		Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)					Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee
		Wage(A)		Passion(B)		Director’s bonus(C)		Business execution fee s(D)		Sum of A, B, C and D and their percentages to the net income				Wage, award and special expenses, etc. (E)		Passion (F)		Employee’s bonus(G) (Note 6)				Sum of A, B, C, D, E, F and G and their percentages to the net income (%)
	Name	Thi s	All compa nies in	This	All compan ies in	This	All compan ies in	This	All compan ies in	This company		All companies in the financial report		This	All compan ies in	This	All compan ies in	This company		All companies in the financial report		This company		All companies in the financial report		Whether to receive the remuneration from the
		co mp any	the financi al report	com pan y	the financi al report	com pany	the financi al report	com pany	the financi al report	Tota l	Perce ntage	Tota l	Perce ntage	comp any	the financi al report	comp any	the financi al report	Cash amo unt	Share amou nt	Cash amo unt	Share amoun t	Total	Perce ntage	Total	Perce ntage
Chairma n (Note 1)	Lu, Tian- Lin	0	0	0	0	0	0	120	120	120	0.16%	120	0.16%	3,436	3,436	0	0	0	0	0	0	3,556	4.62%	3,556	4.62%	None
Director (Note 1)	Chen, Chin- Ming	0	0	0	0	0	0	120	120	120	0.16%	120	0.16%	0	0	0	0	0	0	0	0	120	0.16%	120	0.16%	None
Director (Note 1)	Shih, Kuan- Yu	0	0	0	0	0	0	120	120	120	0.16%	120	0.16%	0	0	0	0	0	0	0	0	120	0.16%	120	0.16%	None
Director (Note 1)	Hsieh, He- Cheng (Note 3)	0	0	0	0	0	0	78	78	78	0.10%	78	0.10%	585	585	0	0	0	0	0	0	663	0.86%	663	0.86%	None
Director (Note 1)	Li, Wen- Hsin (Note 4)	0	0	0	0	0	0	42	42	42	0.05%	42	0.05%	200	200	0	0	0	0	0	0	242	0.31%	242	0.31%	None
Director (Note 1)	Li, Yueh- Tsung	0	0	0	0	0	0	120	120	120	0.16%	120	0.16%	0	0	0	0	0	0	0	0	120	0.16%	120	0.16%	None
Director (Note 2)	You, Zhen- Wei	0	0	0	0	0	0	120	120	120	0.16%	120	0.16%	0	0	0	0	0	0	0	0	120	0.16%	120	0.16%	None
Director (Note 2)	Jheng, Su-Hua	0	0	0	0	0	0	120	120	120	0.16%	120	0.16%	0	0	0	0	0	0	0	0	120	0.16%	120	0.16%	None
Director	Lu, Jun-Wei (Note 3)	0	0	0	0	0	0	78	78	78	0.10%	78	0.10%	0	0	0	0	0	0	0	0	78	0.10%	78	0.10%	None
Independ ent Director	Ko, Jen-Wei	360	360	0	0	0	0	0	0	360	0.47%	360	0.47%	0	0	0	0	0	0	0	0	360	0.47%	360	0.47%	None
Independ ent Director	Huang, Shi- Zhang (Note 3)	233	233	0	0	0	0	0	0	233	0.30%	233	0.30%	0	0	0	0	0	0	0	0	233	0.30%	233	0.30%	None

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`亞洲航空股份有限公司`

Title		Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)	Remuneration of Directors (Note 5)					Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee	Relevant remuneration for concurrently serves as employee
		Wage(A)		Passion(B)		Director’s bonus(C)		Business execution fee s(D)		Sum of A, B, C and D and their percentages to the net income				Wage, award and special expenses, etc. (E)		Passion (F)		Employee’s bonus(G) (Note 6)				Sum of A, B, C, D, E, F and G and their percentages to the net income (%)
	Name	Thi s	All compa nies in	This	All compan ies in	This	All compan ies in	This	All compan ies in	This company		All companies in the financial report		This	All compan ies in	This	All compan ies in	This company		All companies in the financial report		This company		All companies in the financial report		Whether to receive the remuneration from the
		co mp any	the financi al report	com pan y	the financi al report	com pany	the financi al report	com pany	the financi al report	Tota l	Perce ntage	Tota l	Perce ntage	comp any	the financi al report	comp any	the financi al report	Cash amo unt	Share amou nt	Cash amo unt	Share amoun t	Total	Perce ntage	Total	Perce ntage
Independ ent Director	Kao, Jung- Chih	360	360	0	0	0	0	0	0	360	0.47%	360	0.47%	0	0	0	0	0	0	0	0	360	0.47%	360	0.47%	Nome
Independ ent Director	Lin, Chang- Ching (Note 4)	127	127	0	0	0	0	0	0	127	0.16%	127	0.16%	0	0	0	0	0	0	0	0	127	0.16%	127	0.16%	Nome
Independ ent Director	Yang, Ya- Po (Note 4)	127	127	0	0	0	0	0	0	127	0.16%	127	0.16%	0	0	0	0	0	0	0	0	127	0.16%	127	0.16%	Nome
1. Please address in details about remuneration payment policy, system, standard and structure of Independent Directors and address in details about connections of amounts of remuneration based on factors including duties, risks, time of involvement, etc.: All Independent Directors are entitled to the regular remuneration payments at the fixed amount of NTD 30,000 monthly due to their roles as members of the Company’s Audit Committee and Remuneration Committee, with responsibilities of Committee discussions and resolutions. Subject to the Company's Articles of Association and the Company's “Regulations Governing the Remuneration of Directors and Managers,” which no extra independent directors’ bonus. 2. Except as disclosed in the above table, the director of companyprovide service to all companies in the financial report (if servingas the non-employee consultants for the Parent/all companies contained in the financial statement/re-invested businesses): None.
Note 1: Legal representative of Taiwan Aerospace Corp. Note 3: Expired on Aug. 25, 2021 Note 2: Legal representative of Taiwan Sugar Cop. Note 4: Took office on Aug. 25, 2021 Note 5: Directors of the company only receive NTD 10,000 for business execution fees, as independent directors receive NTD 30,000 for regular wages. And according to Articles of Incorporation, no director’s bonus paid to either directors or supervisors. Note 6: On Feb. 23, 2022, the board of directors decided to approve the payment of 2021 employees’ bonus in cash for NT$1,591 (K). The detail of proposed distribution amount for this year has not been approved, so the distribution amount is estimated according to the ratio of actual distribution amount last year.

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Annex 5.

AIR ASIA Company Limited Comparison table for the amendment of “Sustainable Development Best Practice Principles” Before and after revision

Before the Title Revision	After the Title Revision	Addition Note
~~*Corporate Social Responsibility*~~ Best Practice Principles	*Sustainable Development* Best Practice Principles	Name to these Principles is revised pursuant to name change of the existing “Corporate Social Responsibilities Best Practice Principles for TWSE/TPEx Listed Companies” to “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” by TWSE as well as trend of international developments with a view to realize the sustainable development goals and enhance the quality of disclosed sustainable development information.

Before the Revision	After the Revision	Addition Note
Article 2 The Principles applies to the Company, including the entire operations of each such company and its business group. In the course of the Company’ business operations, to actively fulfill~~*corporate social~~ ~~responsibility* ~~in the course of their business operations so as to follow international development trends and to contribute to the economic development of the	Article 2 The Principles applies to the Company, including the entire operations of each such company and its business group. In the course of the Company’ business operations, to actively fulfillsustainable developmentin the course of their business operations so as to follow international development trends and to contribute to the economic development of the country,to	This Article is revised pursuant to the revision to the name of these Principles, which reflects the expansion of focus by an enterprise from corporate social responsibilities to sustainable development.

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Before the Revision	After the Revision	Addition Note
country, to improve the quality of life of employees, the community and society by acting as responsible corporate citizens, and to enhance competitive edges built on~~*corporate social~~ ~~responsibility*.~~	improve the quality of life of employees, the community and society by acting as responsible corporate citizens, and to enhance competitive edges built on *sustainable development*.

Article 3 In fulfilling~~*corporate social~~ ~~responsibility* ~~initiatives, the Company shall, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance. (from here,followingis omitted)	Article 3 In promoting *development*	This Article is revised pursuant to the revision to the name of these Principles, which reflects the expansion of focus by an enterprise from corporate social responsibilities to sustainable development.
Article 4 To implement ~~*ibilit*~~	Article 4 To implementsustainable *development* initiatives, the Company is advised to follow the principles below: 1. Exercise corporate governance. 2. Foster a sustainable environment. 3. Preserve public welfare. 4. Enhance disclosure of *sustainable development* information.	This Article is revised pursuant to the revision to the name of these Principles, which reflects the expansion of focus by an enterprise from corporate social responsibilities to sustainable development.
~~*responsy* ~~
Article 5. The Company shall take into consideration the correlation between the development of domestic and international ~~*corporate social responsibility~~ principles and corporate core business operations, and the effect of the operation of individual companies and of their respective business groups as a whole on stakeholders, in establishing their policies, systems or relevant management guidelines, and concrete promotion plans for ~~corporate social responsibility*~~ programs, which shall be approved bythe Board of	Article 5. The Company shall take into consideration the correlation between the development of domestic and international *sustainable development* principles and corporate core business operations, and the effect of the operation of individual companies and of their respective business groups as a whole on stakeholders, in establishing their policies, systems or relevant management guidelines, and concrete promotion plans for *sustainable development* programs, which shall be approved bythe Board of	This Article is revised pursuant to the revision to the name of these Principles, which reflects the expansion of focus by an enterprise from corporate social responsibilities to sustainable development.

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Before the Revision	After the Revision	Addition Note
Directors and then reported to the shareholders meeting. When a shareholder proposes a motion involving~~*corporate social~~ ~~responsibility*,~~the Company's Board of Directors is advised to review and consider including it in the shareholders meeting agenda.	Directors and then reported to the shareholders meeting. When a shareholder proposes a motion involvingsustainable *development*,the Company's Board of Directors is advised to review and consider including it in the shareholders meeting agenda.
Article 7. The directors of the Company shall exercise the due care of good administrators to urge the company to perform its~~*corporate~~ ~~social responsibility~~initiatives, examine the results of the implementation thereof from time to time and continually make adjustments so as to ensure the thorough implementation of its ~~corporate social responsibility~~ policies. The Board of Directors of the Company in the Company's performance of its~~corporate~~ ~~social responsibility~~initiatives, including the following matters: 1. Identifying the Company's ~~corporate social responsibility~~ mission or vision, and declaring its~~corporate social~~ ~~responsibility* ~~policy, systems or relevant management guidelines; 2. Making~~*corporate social~~ ~~responsibility* ~~the guiding principle of the Company's operations and development, and ratifying concrete promotional plans for~~*corporate~~ ~~social responsibility~~initiatives; and 3. Enhancing the timeliness and accuracy of the disclosure of ~~corporate social responsibility*~~ information. (from here,followingis omitted)	Article 7. The directors of the Company shall exercise the due care of good administrators to urge the company to perform its *sustainable development* initiatives, examine the results of the implementation thereof from time to time and continually make adjustments so as to ensure the thorough implementation of its *sustainable development* policies. The Board of Directors of the Company in the Company's performance of itssustainable *development* initiatives, including the following matters: 1. Identifying the Company's *sustainable development* mission or vision, and declaring its *sustainable development* policy, systems or relevant management guidelines; 2. Makingsustainable *development* the guiding principle of the Company's operations and development, and ratifying concrete promotional plans for *sustainable development* initiatives; and 3. Enhancing the timeliness and accuracy of the disclosure of *sustainable development* information. (from here, following is omitted)	This Article is revised pursuant to the revision to the name of these Principles, which reflects the expansion of focus by an enterprise from corporate social responsibilities to sustainable development.
Article 8. The Company is advised to, on a regular basis, organize education and trainingon the	Article 8. The Company is advised to, on a regular basis, organize education and trainingon the	This Article is revised pursuant to the revision to the name of these Principles,

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Before the Revision	After the Revision	Addition Note
implementation of~~*corporate~~ ~~social responsibility*~~initiatives, including promotion of the matters prescribed in paragraph 2 of the preceding article.	implementation ofsustainable *development* initiatives, including promotion of the matters prescribed in paragraph 2 of the preceding article.	which reflects the expansion of focus by an enterprise from corporate social responsibilities to sustainable development.
Article 9. For the purpose of managing ~~*corporate social responsibility~~ initiatives, the Company is advised to establish an exclusively (or concurrently) dedicated unit to be in charge of proposing and enforcing the~~corporate social~~ ~~responsibility* ~~policies, systems, or relevant management guidelines, and concrete promotional plans and to report on the same to the Board of Directors on a periodic basis. The Company is advised to adopt reasonable remuneration policies, to ensure that remuneration arrangements support the strategic aims of the organization, and align with the interests of stakeholders. It is advised that the employee performance evaluation system be combined with~~*corporate social~~ ~~responsibility* ~~policies, and that a clear and effective incentive and discipline system be established.	Article 9. For the purpose of managing *sustainable development* initiatives, the Company is advised to establish an exclusively (or concurrently) dedicated unit to be in charge of proposing and enforcing thesustainable *development* policies, systems, or relevant management guidelines, and concrete promotional plans and to report on the same to the Board of Directors on a periodic basis. The Company is advised to adopt reasonable remuneration policies, to ensure that remuneration arrangements support the strategic aims of the organization, and align with the interests of stakeholders. It is advised that the employee performance evaluation system be combined withsustainable *development* policies, and that a clear and effective incentive and discipline system be established.	This Article is revised pursuant to the revision to the name of these Principles, which reflects the expansion of focus by an enterprise from corporate social responsibilities to sustainable development.
Article 10. The Company shall, based on respect for the rights and interests of stakeholders, identify stakeholders of the Company, and establish a designated section for stakeholders on the Company website; understand the reasonable expectations and demands of stakeholders through proper communication with them, and adequately respond to the important~~*corporate social~~ ~~responsibility* ~~issues which they are concerned about.	Article 10. The Company shall, based on respect for the rights and interests of stakeholders, identify stakeholders of the Company, and establish a designated section for stakeholders on the Company website; understand the reasonable expectations and demands of stakeholders through proper communication with them, and adequately respond to the importantsustainable *development* issues which they are concerned about.	This Article is revised pursuant to the revision to the name of these Principles, which reflects the expansion of focus by an enterprise from corporate social responsibilities to sustainable development.

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	Before the Revision	After the Revision	Addition Note
	Article 12. The Company is advised to endeavor to ~~*utilize all resources*~~ more efficiently and use renewable materials which have a low impact on the environment to improve sustainability of natural resources.	Article 12. The Company is advised to endeavor toimprove energy more efficiently and use renewable materials which have a low impact on the environment to improve sustainability of natural resources.	This Article is revised to gain focus on enterprise management over the energy use for mitigation of greenhouse gas emissions.
	Article 17. The Company shall assess the impact of climate change and take measures to cope with~~*climate-~~ ~~related* ~~issues, and the Company's current and future potential risks and opportunities. The Company is advised to adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following: 1. Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the Company. 2. Indirect greenhouse gas emissions: emissions resulting from the generation of ~~*externally purchased or~~ ~~acquired* ~~electricity, heating, or steam. (from here, following is omitted)	Article 17. The Company shall assess the impact of climate change and take measures to cope withrelated issues, and the Company's current and future potential risks and opportunities. The Company is advised to adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following: 1. Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the Company. 2. Indirect greenhouse gas emissions: emissions resulting from the generation of *incoming* electricity, heating, or steam. 3.Other Indirect Emissions: *Emissions resulting from* *activities of the Company,* *which are not indirect energy* *emissions but from the* *emission sources owned or* *controlled by other companies.* (from here, following is omitted)	1. This Article has been revised due to the fact that the risks and opportunities related to climate change shall include but are not limited to climate- related issues, as per assessment by the Company. 2. The item concerning electricity that involves indirect greenhouse gas emissions in this Article is revised, as such type of electricity shall include but is not limited to externally purchased or acquired gas. 3. Provision of Paragraph 2, Subparagraph 3 is added herein to achieve the goal of reducing the greenhouse gas emission goals and to encourage the enterprise disclosure of Scope 3 “Other Greenhouse Gas Emissions”.

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	Before the Chapter Title Revision	After the Chapter Title Revision	Addition Note
	Chapter 5 Enhancing Disclosure of~~*Corporate Social~~ ~~Responsibility* ~~Information	Chapter 5 Enhancing Disclosure ofSustainable Development Information	Name of this Chapter is revised pursuant to revisions to Article 4, Paragraph 4 herein.

	Before the Revision		After the Revision	Addition Note
	Article 28. The Company shall disclose information according to relevant laws, regulations and the Corporate Governance Best Practice Principles for TWSE/GTSM listed Companies and shall fully disclose relevant and reliable information relating to their ~~*corporate social~~ ~~responsibility* ~~initiatives to improve information transparency. Relevant information relating to ~~*corporate social responsibility~~ which TWSE/GTSM listed companies shall disclose includes: 1. The policy, systems or relevant management guidelines, and concrete promotion plans for ~~corporate social responsibility~~ initiatives, as resolved by the Board of Directors. 2. The risks and the impact on the corporate operations and financial condition arising from exercising corporate governance, fostering a sustainable environment and preserving social public welfare. 3. Goals and measures for realizing the ~~corporate social~~ ~~responsibility* ~~initiatives established by the Companies, and performance in implementation. 4. Major stakeholders and their concerns. 5. Disclosure of information on major suppliers' management and performance with respect to major environmental and social issues.		Article 28. The Company shall disclose information according to relevant laws, regulations and the Corporate Governance Best Practice Principles for TWSE/GTSM listed Companies and shall fully disclose relevant and reliable information relating to theirsustainable development initiatives to improve information transparency. Relevant information relating to *sustainable development* which TWSE/GTSM listed companies shall disclose includes: 1. The policy, systems or relevant management guidelines, and concrete promotion plans for *sustainable development* initiatives, as resolved by the Board of Directors. 2. The risks and the impact on the corporate operations and financial condition arising from exercising corporate governance, fostering a sustainable environment and preserving social public welfare. 3. Goals and measures for realizing thesustainable *development* initiatives established by the Companies, and performance in implementation. 4. Major stakeholders and their concerns. 5. Disclosure of information on major suppliers' management and performance with respect to major environmental and social issues. 6. Other information relatingto	This Article is revised pursuant to the revision to the name of these Principles, which reflects the expansion of focus by an enterprise from corporate social responsibilities to sustainable development.

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6.
Article 29. The Company shall adopt internationally widely recognized standards or guidelines when producing~~*corporate social~~ ~~responsibility* ~~reports, to disclose the status of their implementation of the ~~*corporate social~~ ~~responsibility* ~~policy. It also is advisable to obtain a third-party assurance or verification for reports to enhance the reliability of the information in the reports. The reports are advised to include: 1. The policy, system, or relevant management guidelines and concrete promotion plans for implementing~~*corporate social~~ ~~responsibility* ~~initiatives. 2. Major stakeholders and their concerns. 3. Results and a review of the exercising of corporate governance, fostering of a sustainable environment, preservation of public welfare and promotion of economic development. 4. Future improvements and goals.	Article 29. The Company shall adopt internationally widely recognized standards or guidelines when producingsustainable reports, to disclose the status of their implementation of thesustainable *development* policy. It also is advisable to obtain a third-party assurance or verification for reports to enhance the reliability of the information in the reports. The reports are advised to include: 1. The policy, system, or relevant management guidelines and concrete promotion plans for implementingsustainable *development* initiatives. 2. Major stakeholders and their concerns. 3. Results and a review of the exercising of corporate governance, fostering of a sustainable environment, preservation of public welfare and promotion of economic development. 4. Future improvements and goals.	The name “Corporate Social Responsibilities Report” is changed to “Sustainable Report” following the concrete promotion measures of “Corporate Governance 3.0- Sustainable Development Blueprint”. In addition, this Article is revised pursuant to the revision to the name of these Principles, which reflects the expansion of focus by an enterprise from corporate social responsibilities to sustainable development.
Article 30. The Company shall at all times monitor the development of domestic and foreign~~*corporate~~ ~~social responsibility~~standards and the change of business environment so as to examine and improve their established ~~corporate social responsibility~~ framework and to obtain better results from the implementation of the ~~corporate social~~ ~~responsibility* ~~policy.	Article 30. The Company shall at all times monitor the development of domestic and foreignsustainable *development* standards and the change of business environment so as to examine and improve their established *sustainable* *development* framework and to obtain better results from the implementation of thesustainable *development* policy.	This Article is revised pursuant to the revision to the name of these Principles, which reflects the expansion of focus by an enterprise from corporate social responsibilities to sustainable development.
Article 31. These Principles, and any amendments hereto, were implemented by the Board of Directors on March 30, 2017, and reported to the shareholders	Article 31. These Principles, and any amendments hereto, were implemented by the Board of Directors on March 30, 2017, and reported to the shareholders	Adds the date of revision.

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meeting. First amendment was made on March 26, 2020.		meeting. First amendment was made on March 26, 2020.Second *amendment was made on* *December 21, 2021.*

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Annex 6.

Air Asia Company Limited Distribution of 2021 earnings

	Unit`：`New Taiwan Dollar	Unit`：`New Taiwan Dollar
Item	Amount
	Subtotal Amount	Total Amount
Unappropriated retained earnings at beginning	276,091
Net profit of 2021	76,983,233
Legal reserve	(7,698,323)
Appropriated Retained Earnings	(555,098)
Retained earnings available for appropriation as of December31,2021		69,005,903
Items of distribution:
Cash dividend to shareholders (NT$0.250 pershare)	(37,641,030)
Stock dividend to shareholders (NT$0.208per share)	(31,317,340)
Distributable items amount		(69,958,370)
Unappropriated retained earnings at end		47,533

Note: The amount of the distribution of earnings is given priority to net income of 2021.

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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 2-1. Article 2-1. This Article has been The total amount of its re The total amount of its re modified to be not investment is not subject to the investment is not subject to the limited by restrictions restriction on the 40% of re restriction on the 40% of re prescribed in Article investment amount as prescribed investment amount as prescribed 13, paragraph 2 of the by Article 13 of Company Act. by paragraph 2 of Article 13 of Company Act Company Act. pursuant to the amendments to the Company Act, which the preceding paragraph was moved to paragraph 1 and the following paragraph to paragraph 2 hereof. Article 6-1. Article 6-1. Paragraph number In the case of Company decide to In the case of Company decide to revised following the cease the public issue of shares, cease the public issue of shares, adjustments in pursuant to ~~paragraph 3 of~~ pursuant to paragraph 1 of Company Act Article 156 of the Company Act, Article 156 -2 of the Company amendments by shall propose to shareholders’ Act, shall propose to moving the Article meeting for resolution. shareholders’ meeting for 156, paragraph 3 to resolution. the Article 156-2, paragraph 1. Contents to the paragraph has not been changed. Article 26. Article 26. Adds the date of This Articles of Incorporation was This Articles of Incorporation was revision. agreed upon and signed on agreed upon and signed on October 31, 1954……The thirtyOctober 31, 1954……The thirtyfifth amendment was made on fifth amendment was made on June 11, 2018. The thirty-sixth June 11, 2018. The thirty-sixth amendment was made on June 17, amendment was made on June 17, 2019. The thirty-seventh 2019. The thirty-seventh amendment was made on June 17, amendment was made on June 17, 2020. The thirty-eighth 2020. The thirty-eighth amendment was made on amendment was made on September 23, 2020. September 23, 2020. The thirtyninth amendment was made on June 23, 2021. The fortieth amendment was made on June 15, 2022 .

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Annex 8.

AIR ASIA Company Limited Comparison table for the amendments of “Procedures for Acquisition or Disposal of Assets” Before and after revision

Before the Revision

Article 4.

When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following: 2. When ~~examining~~ a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.
They shall undertake an itemby-item evaluation of the ~~comprehensiveness, accuracy,~~ and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion.
They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable ~~and accurate,~~ and that they have complied with applicable laws and regulations.

After the Revision

Article 4.

When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the industry code of the respective affiliated trade associations and the

following:

When executing a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.
They shall undertake an itemby-item evaluation of the appropriateness and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion.
They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is appropriate and reasonable and that they have complied with applicable laws and regulations.

Addition Note

Refer to the amendments to Article 5 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.
Following the practices, it has been added that professional appraisers providing the Company with appraisal reports or opinions shall meet the requirements in the existing paragraphs as well as the industry code of the respective affiliated trade associations.
The term “examining” is replaced with “executing” due to the fact that the appraisal reports or opinions provided by professional appraisers does not refer to the examinations on the financial reports.
Texts describing the sources of data, parameters,

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information and other actual appraisal standards adopted by external professional appraisers have been revised to meet the circumstances.

		information and other actual appraisal standards adopted by external professional appraisers have been revised to meet the circumstances.
Article 5. 3. Appraisal Report of the real property, other Fixed Assets or Right-of-use asset iii Where any one of the following circumstances applies with respect to the expert appraiser's appraisal results, unless that the appraisal price is higher than the transaction amount in acquisition of asset(s), or the appraisal price is lower than the transaction amount in disposal of asset(s), a certified public accountant ~~*shall be engaged to perform~~ ~~the appraisal in accordance~~ ~~with the provisions of~~ ~~Statement of Auditing~~ ~~Standards No. 20 published~~ ~~by the Republic of China~~ ~~Accounting Research and~~ ~~Development Foundation~~ ~~(hereinafter“ARDF”) and~~ ~~render* ~~a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: (from here, following is omitted)	Article 5. 3. Appraisal Report of the real property, other Fixed Assets or Right-of-use asset iii Where any one of the following circumstances applies with respect to the expert appraiser's appraisal results, unless that the appraisal price is higher than the transaction amount in acquisition of asset(s), or the appraisal price is lower than the transaction amount in disposal of asset(s), a certified public accountant shall issue a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: (from here, following is omitted)	1. Refer to the amendments to Article 5 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies. 2. Given the revisions to Article 4 herein that “professional appraisers providing the Company with appraisal reports or opinions shall meet the requirements in the existing paragraphs as well as the industry code of the respective affiliated trade associations” has entailed the procedure to be performed by a certified public accountant, provisions concerning his/her compliance with Statement of Auditing Standards.
Article 6. 3. Expert Opinion In acquiring or disposing securities under one of the following circumstances, provided that the transactional amount reaches twenty percent of the Company’spaid-in	Article 6. 3. Expert Opinion In acquiring or disposing securities under one of the following circumstances, provided that the transactional amount reaches twenty percent of the Company’spaid-in	Same as descriptions for revisions to Article 5 hereof.

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capital or Three Hundred Million New Taiwan Dollar, the opinion of a certified public account shall be obtained before the date of occurrence in respect to the reasonableness of the transaction price ~~, and if the certified public accountant would need to adopt any expert report, such report shall be prepared in accordance with the provisions of Statement of Auditing Standards .~~

capital or Three Hundred Million New Taiwan Dollar, the opinion of a certified public account shall be obtained before the date of occurrence in respect to the reasonableness of the transaction price~~*, and if the~~ ~~certified public accountant~~ ~~would need to adopt any~~ ~~expert report, such report shall~~ ~~be prepared in accordance~~ ~~with the provisions of~~ ~~Statement of Auditing~~ ~~Standards*.~~	capital or Three Hundred Million New Taiwan Dollar, the opinion of a certified public account shall be obtained before the date of occurrence in respect to the reasonableness of the transaction price.
Article 7. 3. Intangible assets or Right-of- use asset expert evaluation report iii In acquiring or disposing of intangible assets or Right-of- use asset the transaction amount of which reaches 20% of the Company’s paid in capital or Three Hundred Million New Taiwan Dollar, unless transacting with a domestic government agency, a certified public accountant shall provide opinion which shall be dated before the date of occurrence in respect of the reasonableness of the transaction price~~in~~ ~~*accordance with the~~ ~~provisions of Statement of~~ ~~Auditing Standards No. 20~~ ~~published by the ARDF*~~.	Article 7. 3. Intangible assets or Right-of- use asset expert evaluation report iii In acquiring or disposing of intangible assets or Right-of- use asset the transaction amount of which reaches 20% of the Company’s paid in capital or Three Hundred Million New Taiwan Dollar, unless transacting with a domestic government agency, a certified public accountant shall provide opinion which shall be dated before the date of occurrence in respect of the reasonableness of the transaction price.	Same as descriptions for revisions to Article 5 hereof.
Article 8. 2. Evaluation and Implementation Procedures (Added this item)	Article 8. 2. Evaluation and Implementation Procedures *Where the Company or its non-* *domestically public subsidiary* *engages in the transactions* *referred to in paragraph 2* *hereof, if the transaction* *amount reaches 10 percent or* *more of the company's total* *assets, the Company shall* *present the information as* *stated in sections under* *paragraph 2 hereof to the*	1. Refer to the amendments to Article 5 of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies. 2. Additions to item 3: (1) Provisions on submission of transactions

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Company’s shareholders’ with major meeting for approval prior to related parties signings of transaction to shareholders’ agreement and payments; meeting for however, this shall not apply to approval in the transactions between the advance has Company and its parent been added to company, subsidiary, or the strengthen the transactions between its management subsidiaries . over the The transaction amount referred The transaction amount referred transaction with to in the preceding paragraph shall to in the preceding two related parties. be calculated in accordance with paragraphs shall be calculated in (2) In Article 14, paragraph 2 and the accordance with Article 14, consideration period for one year shall paragraph 2 and the period for one of the needs in commence from the date when the year shall commence from the overall business transaction takes place, provide, date when the transaction takes plans between however, that the calculation place, provide, however, that the the Company should exclude the amount which calculation should exclude the and its parent has already been submitted for amount which has already been company or approval by the Audit Committee submitted for approval by the subsidiary, or as well as the Board. Audit Committee as well as the between its Board and Shareholders’ subsidiaries, it meeting . has been relaxed in the clause that transactions by the said companies may waiver its submission to the shareholders’ meeting for approval. 3. Following additions to item 3, the calculation of transaction amount has been revised to include the transactions as submitted for approval by the Shareholders’ meeting. Article 14. Article 14. In consideration that 7. Where there is an asset 7. Where there is an asset public companies transaction (other than any transaction (other than any engaging in the such transactions referred to in such transactions referred to in trading of domestic the preceding three the preceding three bonds are exempted subparagraphs), a disposal of subparagraphs), a disposal of from the public

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receivables to a financial institution, or an investment in mainland China area that reaches 20% or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: i Trading of domestic government bonds.		receivables to a financial institution, or an investment in mainland China area that reaches 20% or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: i Trading of domestic government bondsor foreign *government bonds with credit* *ratings no lower than that of* *domestic sovereign ratings*.	disclosure and filing of such trading, it has been relaxed that foreign government bonds with credit ratings no lower than that of domestic sovereign rating may also be exempted from the public disclosure and filing.
Article 19. The tenth amendment was made on June 11, 2018. The eleventh amendment was made on June 17, 2019.		Article 19. The tenth amendment was made on June 11, 2018. The eleventh amendment was made on June 17, 2019.The twelfth amendment *was made on June 15, 2022*.	Adds the date of revision.

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Annex 9.

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. Article 3. 1. Paragraph 1 and (Added this item) 2. Changes in the manners of existing paragraphs convening the Company’s 3 to 10 are kept Shareholders’ meetings shall without revisions. be resolved by the Board of 2. Item 2 is added to Directors no later than the allow the delivery of Shareholders’ shareholders to be meeting notice . informed of
1. The Company shall prepare 3. The Company shall prepare changes in the electronic versions of the electronic versions of the manners of Shareholders’ meeting notice Shareholders’ meeting notice convening the and proxy forms, and the and proxy forms, and the Company’s origins of and explanatory origins of and explanatory Shareholders’ materials relating to all materials relating to all meetings, which proposals, including proposals proposals, including proposals shall be resolved for ratification, matters for for ratification, matters for by the Board of deliberation, or the election or deliberation, or the election or Directors no later dismissal of Directors or dismissal of Directors or than the delivery of Supervisors, and upload them Supervisors, and upload them Shareholders’ to the Market Observation Post to the Market Observation Post meeting notice. System (MOPS) before 30 days System (MOPS) before 30 days 3. Paragraph 3 hereof before the date of a regular before the date of a regular is revised pursuant Shareholders’ meeting or Shareholders’ meeting or to per 16 Dec. 2021 before 15 days before the date before 15 days before the date amendment and of a special Shareholders’ of a special Shareholders’ effecting of Article meeting. The Company shall meeting. The Company shall 6 in the prepare electronic versions of prepare electronic versions of Regulations the Shareholders’ meeting the Shareholders’ meeting Governing Content agenda and supplemental agenda and supplemental and Compliance meeting materials and upload meeting materials and upload Requirements for them to the MOPS before 21 them to the MOPS before 21 Shareholders’ days before the date of the days before the date of the Meeting Agenda regular Shareholders’ meeting regular Shareholders’ meeting Handbooks of or before 15 days before the or before 15 days before the Public Companies, date of the special date of the special which “in the case Shareholders’ meeting. In Shareholders’ meeting. of a TWSE or addition, before 15 days before However, in the case of the TPEx listed the date of the Shareholders’ Company with paid-in capital company with meeting, the Company shall reaching NT$10 billion or paid-in capital also have prepared the more as of the last day of the reaching NT$10 Shareholders’ meeting agenda most recent fiscal year, or in billion or more as

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and supplemental meeting which the aggregate of the last day of materials and made them shareholding percentage of the most recent available for review by foreign investors and fiscal year, or in shareholders at any time. The Mainland Chinese investors which the meeting agenda and reached 30% or more as aggregate supplemental materials shall recorded in the shareholders’ shareholding also be displayed at the register at the time of holding percentage of Company and the professional of the regular Shareholders’ foreign investors shareholder services agent meeting in the most recent and Mainland designated ~~thereby as well as~~ fiscal year, the Company shall Chinese investors ~~being distributed on-site at the~~ upload the aforesaid electronic reached 30% or ~~meeting place .~~ file by 30 days prior to the day more as recorded in on which the regular the shareholders’ Shareholders’ meeting is to be register at the time held . In addition, before 15 of holding of the days before the date of the regular Shareholders’ meeting, the Shareholders’ Company shall also have meeting in the most prepared the Shareholders’ recent fiscal year, it meeting agenda and shall upload the supplemental meeting materials aforesaid electronic and made them available for file by 30 days review by shareholders at any prior to the day on time. The meeting agenda and which the regular supplemental materials shall Shareholders’ also be displayed at the meeting is to be Company and the designated held” allows professional shareholder foreign and services agent. Mainland China (Added this item) 4. The Company shall furnish investors to review the meeting agenda and the information of supplemental materials on the a regular date of the Shareholders’ Shareholders’ meeting via the following meeting early. manners : 4. In response to the (1) Where the Shareholders’ newly available meeting is held in a physical manners for manner, the said materials convening a shall be distributed on site . Shareholders’ (2) Where the Shareholders’ meeting by public meeting is held in a physical companies via manner with assistance of either physical video, the said materials shall meeting or video be distributed on site, and the conference, the electronic file of the said Company has materials shall be submitted availed the to the video conference convening of such platform . meeting in the (3) Where the Shareholders’ aforesaid manners. meeting is held in video Paragraph 2 is conference, the electronic file revised, and of the said materials shall be Paragraph 4 is submitted to the video added to ensure the

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(from here, following is omitted)	*conference platform*. (from here, following is omitted)	receipt and review of shareholders’ meeting agenda as well as supplemental materials by the shareholders attending either physically or via video conference.
Article 4. (Added this item)	Article 4. *4. After a proxy form has been* *delivered to the Company, if* *the shareholder intends to* *attend the meeting via video* *conference, a written notice of* *proxy cancellation shall be* *submitted to the Company* *before two 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*.	1. Paragraphs 1 to 3 are kept without revisions. 2. Paragraph 4 “After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting via video conference, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date.” is added.

Article 5. (Added this item)	Article 5. *2. Where the Company convenes* *the Shareholders’ meeting via* *video conference is not limited* *by the venue for a* *Shareholders’ meeting as* *stated in the preceding* *paragraph*.	1. The existing paragraph has been moved to Paragraph 1 without further revisions. 2. Paragraph 2 is added to specify the convening of the Company’s Shareholders’ meeting without limits to the venue for a Shareholders’ meeting.

Article 6. 1. 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.	Article 6. 1. The Company shall specify in its Shareholders’ meeting notices the time during which shareholder,*solicitors and* *proxies* (collectively, “shareholders”) attendance registrations will be accepted, theplace to register for	1. Paragraphs 4 to 6 are kept without revisions. 2. Paragraph 2 specifying the attendance registration time and procedure for shareholders

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  - attending via video conference is added.

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.
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. The Shareholders’ meeting in video conference manner shall be open for registration at least 30 minutes prior to the time the meeting commences. Shareholders having completed the registration will be deemed to have attended the meeting in person .
Paragraph 3 is revised following the abbreviation for shareholders by different roles as provided in Paragraph 1.
Paragraph 7 is added to specify that a shareholder intending to join the meeting in such manner shall make a registration to the Company before two days before the date of the Shareholders meeting.
be deemed to have attended 5. Paragraph 8 the meeting in person . specifying that the
1. Shareholders ~~and their proxies~~ 3. Shareholders shall attend meeting agenda ~~(collectively, “shareholders”)~~ Shareholders’ meetings based book, annual shall attend Shareholders’ on attendance cards, sign-in report, and other meetings based on attendance cards, or other certificates of meeting materials cards, sign-in cards, or other attendance. The Company may are to be uploaded certificates of attendance. The not arbitrarily add requirements to the video Company may not arbitrarily for other documents beyond conference add requirements for other those showing eligibility to platform is added. documents beyond those attend presented by showing eligibility to attend shareholders. Solicitors presented by shareholders. soliciting proxy forms shall Solicitors soliciting proxy also bring identification forms shall also bring documents for verification. identification documents for verification.

(Added this item) 7. Where a Shareholders’ meeting of the Company is convened via video conference, a shareholder intending to join the meeting in such manner shall make a registration to the Company before two days before the date of the Shareholders meeting . (Added this item) 8. Where a Shareholders’ meeting of the Company is convened via video conference, the meeting agenda book, annual report, and other

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		*meeting materials shall be* *uploaded to the video* *conference platform at least 30* *minutes prior to the time the* *meeting commences and be* *retained until the meeting has* *been concluded*.
(Added this Article)	*Article 6-1.* *Where the Company convenes its* *Shareholders’ meeting via video* *conference, the notice of such* *Shareholders meeting shall* *contain the following: 1. Manners for shareholders to* *attend such video conference* *and exercise their rights.* *2. The handling in events of* *obstacles for the video* *conference platform or* *attendance via video* *conference due to natural* *disaster, incidents or force* *majeure shall include the* *following: i. The time required in events* *aforesaid obstacles proceed* *and cannot be excluded* *and a deferral or* *resumption is required,* *and the date if a* *postponement or a* *resumption of the meeting* *is required.* *ii. Shareholders without* *registration on the* *attendance of original* *Shareholders’ meeting via* *video conference may not* *attend the deferred or* *resumed meeting.* *iii. Where a video-assisted* *Shareholders’ meeting is* *convened, if the video* *conference cannot be* *proceeded, the meeting* *shall continue if the total* *shares represented by the* *attending shareholders less* *shares represented by* *shareholders attending via* *video conference meets the* *quorum. Where a* *shareholder attends the*		1. This Article is newly added. 2. To allow the shareholder to be informed of the rights and restrictions with respect to attendance of the Shareholders’ meeting, it is hence specified that the notice for the Shareholders’ meeting shall include the manners for shareholders to attend the Shareholders’ meeting and exercise their rights, handling of obstacles to video conference platform or attendance via video conference resulting from natural disaster, incidents or other force majeure, etc., and shall at least include the date of the deferred or resumed date and criteria of for required determining the deferral or resumption of that meeting, provisions of Article 44-20, Paragraphs 1, 2, 4 and 5 of the Regulations
	1. 2.
		i. *ii.* *iii.*

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	3.	Governing the Administration of Shareholder Services of Public Companies, the announced results among all proposals, the circumstances which the extempore motion has not been proceeded and where the Company convenes the Shareholders’ meeting via video conference, etc. In addition, alternatives for attending shareholders with having difficulties in attending the Shareholders’ meeting via video conference shall be stated.
Article 8. (Added this item) (Added this item) (Added this item)	Article 8. *3. Where the Shareholders’* *meeting is convened via video* *conference, the Company shall* *make an uninterrupted* *recording of the registration* *procedure, the proceedings of* *the Shareholders’ meeting,* *and the voting and vote* *counting procedures as well as* *an uninterrupted audio and* *video recording of the* *proceedings of the entire* *Shareholders’ meeting. 4. The Company shall well* *preserve the aforementioned* *materials and audio and video* *recording during its existence,* *and shall provide the audio* *and video recording to the* *party entrusted to facilitate* *video conference for* *preservation. 5. Where the Shareholders’* *meeting is convened via video*	1. Paragraphs 1 and 2 are kept without revisions. 2. Paragraphs 3 and 4 are added with reference to provisions of Article 183 of the Company Act and Article 18 of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies, which the Company shall make an uninterrupted recording of the registration procedure, the proceedings of the Shareholders meeting,and the
	4.
	5.

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conference, it is advisable that voting and vote the Company make audio and counting video recording to the video procedures as well conference platform backend as an uninterrupted interface . audio and video recording of the proceedings of the entire Shareholders meeting, which shall be well preserved during the existence of the Company and provided to the party entrusted to facilitate video conference for preservation. 3. Paragraph 5 is added with a view to preserve the information related to video conference, and, in addition to Paragraph 3 specifying the uninterrupted audio and video recording of the proceedings of the entire Shareholders meeting, it is advisable to perform audio and video recording to the video conference backend interface. Furthermore, as the synchronized video recording of the monitor requires software/hardware equipment and cybersecurity with specifications at a certain degree, the Company may specify such provision to its Rules for Procedure of

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Shareholders’ Meeting based on its feasibility of equipment and conditions.

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

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 shares indicated by the attendance book or sign-in cards and number of shares held by shareholders registering for attendance via video
conference handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
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. Where a Shareholders’ meeting is convened via video conference, the Company shall make public disclosures concerning the adjournment of that the Shareholders’ meeting on the video conference platform otherwise .
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
Paragraphs 2 and 5 are kept without revisions.
Paragraph 1 is revised to specify that the number of shares in attendance shall be calculated according to the shares indicated by the attendance book or sign-in cards and number of shares held by shareholders registering for attendance via video conference.
Paragraph 3 is revised to specify that “where a Shareholders’ meeting is convened via video conference, the Company shall make public disclosures concerning the adjournment of that the Shareholders’ meeting on the video conference platform otherwise” with a view to inform shareholders at a timely manner.
Paragraph 4 is revised to specify that, in events of tentative resolution and another Shareholders’ meeting is to be convened, a shareholder

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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.		intending to join the meeting in video conference manner shall make registrations to the Company.
Article 11. (Added this item) (Added this item)	Article 11. *7. Where the Shareholders’* *meeting is convened via video* *conference, shareholders may* *raise questions on the video* *conference platform for the* *Shareholders’ meeting after* *the chair has declared* *commencement of meeting and* *before the meeting has been* *declared adjourned, on the* *conditions which only two* *questions are allowed for each* *proposal and each question is* *limited to 200 words;* *provisions of paragraphs 1 to 5* *hereof shall not apply. 8. Where the question raising as* *mentioned in the preceding* *paragraph contains no* *violation or is not beyond the* *scope of proposals, it is* *advisable that such questions* *disclosed on the video* *conference platform for* *Shareholders’ meeting for the* *knowing of the attendees*.	1. Paragraphs 1 to 6 are kept without revisions. 2. Paragraph 7 is added to specify the manners, procedure and limitations for raising questions by shareholders attending the Shareholders’ meeting. 3. To help other shareholders in understanding the questions raised by shareholders, the Company has the right to screen the questions irrelevant to the proposals in the Shareholders’ meeting, with the remaining questions raised by shareholders advisable to be disclosed on the video conference platform. Paragraph 8 is hence added.
	8.

Article 13. 4. After a shareholder has exercised voting rights by correspondence or electronic means,in the event the	Article 13. 4. After a shareholder has exercised voting rights by correspondence or electronic means,in the event the	1. Paragraphs 1 to 3 and 5 to 8 are kept without revisions. 2. Paragraph 4 is revised to specify

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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.

(Added this item)

(Added this item)

that a shareholder intending to attend the Shareholders’ meeting after exercising his/her voting rights in correspondence or electronic form shall make a cancellation in the same manner as exercise of voting rights.

shareholder intends to attend the Shareholders’ meeting in person or via video conference , 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.

after that time, the voting rights 3. Where the already exercised by Shareholders’ correspondence or electronic meeting is means shall prevail. When a convened via video shareholder has exercised voting conference, rights both by correspondence or Paragraphs 9 and electronic means and by 10 are added to appointing a proxy to attend a allow ample time Shareholders’ meeting, the voting for voting by rights exercised by the proxy in shareholders the meeting shall prevail. attending via video 9. Where the Company convenes conference, after the Shareholders’ meeting via the chair has video conference, shareholders declared the attending the meeting via video meeting conference shall, after the commenced, they chair has declared the meeting are allowed cast commenced, cast votes on the votes on the various proposals as well as various proposals the election on the video as well as the conference platform, and shall election on the complete such voting prior to video conference chair declaration of the end of platform and shall voting. Shareholders casting complete such votes overdue will be deemed voting prior to as having waivered their chair declaration of rights . the end of voting. 10. Where the Shareholders’ In addition, a one- meeting is convened via video time vote count conference, a one-time vote shall be conducted count shall be conducted after the chair has after the chair has declared declared the end of the end of voting, with the voting in voting and election results cooperation with announced . the voting time for 11. Where the Company shareholders convenes a video-assisted attending via video Shareholders’ meeting, a conference. shareholder intending to 4. Paragraph 11 is attend the physical meeting in added to specify

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	(Added this item)		*12.*	*person after having registered* *for attendance via video* *conference as per Article 6* *herein shall make a* *declaration to cancel such* *registration via the same* *manner as registration;* *shareholders performing* *overdue cancellation are only* *allowed to attend the* *Shareholders’ meeting via* *video conference. A shareholder exercising* *his/her voting rights by* *correspondence or electronic* *means who has not cancelled* *his/her declaration and* *intends to attend the meeting* *via video conference may not* *exercise his/her voting rights* *over or make amendments to* *the original proposals or* *exercise the voting rights over* *the amendments to the* *original proposals*.	that where the Company convenes a video-assisted Shareholders’ meeting, a shareholder intending to attend the physical meeting in person after having registered for attendance via video conference as per Article 6 herein shall make a declaration to cancel such registration via the same manner as registration two days before the date of the Shareholders’ meeting, and that shareholders performing overdue cancellation are only allowed to attend the Shareholders’ meeting via video conference. 5. With reference to provisions in per 24 Feb. 2012 Letter MoEA-Commerce- Zi-No. 10102404740 and per 3 May Letter 10102414350 of the same year, a shareholder exercising his/her voting rights by correspondence or electronic means who has not cancelled his/her declaration may not propose amendment to the originalproposals

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or exercise additional voting rights, yet the shareholder may still attend the Shareholders’ meeting and propose extempore motions and exercise his/her voting rights. In addition, considering the voting in correspondence and in electronic form are manners for shareholders to exercise their rights and, in the principle of equal treatments, the voting in correspondence shall be put to comparison to the main ideas of the provisions on voting in electronic form, it is hence specified in Paragraph 12 that “A shareholder exercising his/her voting rights by correspondence or electronic means who has not cancelled his/her declaration and intends to attend the meeting via video conference may not exercise his/her voting rights over or make amendments to the original proposals or exercise the voting rights over the amendments to the original proposals”.

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Article 15. (Added this item) (Added this item)		Article 15. *4. Where the Shareholders’* *meeting is convened via video* *conference, the meeting* *minutes to such meeting shall,* *in addition to matters required* *to be recorded pursuant to the* *preceding paragraph, record* *the commencement and* *adjournment times of the* *meeting, manners the meeting* *is convened, its char and the* *name of the note taker, and the* *handling in events of obstacles* *for the video conference* *platform or attendance via* *video conference due to* *natural disaster, incidents or* *force majeure. 5. Where the Company convenes* *the Shareholders’ meeting via* *video conference, in addition* *to handling in accordance with* *the provisions in the preceding* *paragraph, the Company shall* *specify the convening via such* *manner on the meeting* *minutes and provide* *alternatives to shareholders* *having difficulties in attending* *the Shareholders’ meeting via* *video conference*.	1. Paragraphs 1 to 3 are kept without revisions. 2. To allow shareholders to be informed of the results in the convening of the video conference, alternatives for shareholders with digital divides, and the manners and conditions in the handling of disconnections, it is hence specified that where the Company is preparing meeting notes for the Shareholders’ meeting, the note shall, in addition to matters required to be recorded in accordance with Paragraph 3 herein, record the commencement and adjournment times of the meeting, manners the meeting is convened, its chair and the name of the note taker, and the handling in events of obstacles for the video conference platform or attendance via video conference due to natural disaster, incidents or force majeure. Paragraph 4 is hence added. 3. Paragraph 5 specifying that “Where the Company convenes the Shareholders’
		5.

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meeting via video conference, the Company shall specify the convening via such manner on the meeting minutes and provide alternatives to shareholders having difficulties in attending the Shareholders’ meeting via video conference” is added.

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.

(Added this item)

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 , the number of shares represented by proxies and the number of shares represented by shareholders attending in correspondence or electronically , and shall make an express disclosure of the same at the place of the Shareholders’ meeting. Where

a Shareholders’ meeting of the Company is convened via video conference, the meeting agenda book, annual report, and other meeting materials shall be uploaded the aforementioned material to the video conference platform at least 30 minutes prior to the time the meeting commences, and its disclosure shall be retained until the meeting has been concluded .

2. Where the Company convenes the Shareholders’ meeting via video conference, when the chair has announced the meeting commenced, the Company shall disclose the total of shares represented by attending shareholders on the

To allow the shareholders to be informed of the number of shares represented by the solicitors and the proxies as well as number of shares represented by attendances in correspondence or electronic form, the Company shall make express disclosure at the venue of the Shareholders’ meeting. If the Company convenes its meeting via video conference, the Company shall upload the audio and video recording to the video conference platform for the Shareholders’ meeting. Paragraph 1 is hence revised. 2. To allow synchronized information of whether the threshold of number of shares represented by

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				*video conference platform.* *Where the total number of* *shares and voting rights* *represented by attending* *shareholders are tallied during* *the meeting shall also apply*.	attending shareholders has been met to be known shareholders attending the Shareholders’ meeting via video conference, it has been specified that the Company shall, upon declaring the meeting commenced, disclose the total number of shares represented by all attending shareholders on the video conference platform; the total number of shares and voting rights represented by attending shareholders tallied during the meeting shall also be disclosed on the video conference platform. Paragraph 2 is hence revised.
	(Added this Article)		*Article 19.* *Where the Shareholders’ meeting* *is convened via video conference,* *the Company shall disclose the* *voting and election results on the* *video conference platform for the* *Shareholders’ meeting at a* *timely manner following the end* *of voting, and such disclosure* *shall be retained for at least 15* *minutes after the chair has* *declared the meeting adjourned*.		1. This Article is newly added. 2. This Article is added to allow the shareholders attending the video conference of the Shareholders’ meeting be informed of the voting and election results at a timely manner, with provisions on the ample time for information disclosure.
	(Added this Article)		*Article 20.* *Where the Company convenes* *the Shareholders’ meeting via*		1. This Article is newly added. 2. Where the

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	*video conference, the chair and* *the note taker shall be at the* *same domestic location, and the* *chair shall declare the address to* *such location when the meeting* *commences*.	Shareholders’ meeting is convened via video conference and there is no physical location for such meeting, the chair and the note taker shall be at the same domestic location, and, to allow the shareholders to be informed of the location of the chair, the chair shall declare the address to such location when the meeting commences. This Article is hence added.
(Added this Article)	*Article 21.* *1. Where the Shareholders’* *meeting is convened via video* *conference, the Company may* *provide shareholders with* *basic connection tests and* *provide at a timely manner* *related services before and* *during the meeting to facilitate* *the handling of technical* *issues arising from* *communications. 2. Where the Shareholders’* *meeting is convened via video* *conference, the chair shall* *announce otherwise at the* *meeting commencement the* *matters not requiting deferral* *or resumption of meeting as* *provided in Article 44-20,* *Paragraph 4 of the* *Regulations Governing the* *Administration of Shareholder* *Services of Public Companies.* *In addition, prior to declaring* *the meeting adjourned, in* *events that there are obstacles* *to the video conference* *platform or attendance via* *video conference retained for* *30 minutes or over due to*	1. This Article is newly added. 2. To reduce the communication issues in video conferences, with reference taken from the foreign practices, the Company may provide shareholders with basic connection tests and provide at a timely manner related services before and during the meeting to facilitate the handling of technical issues arising from communications. Paragraph 1 is hence added. 3. Where the Company convenes the Shareholders’ meeting via video conference, the chair shall declare
	1.
	2.

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natural disaster, incidents or on the other force majeure, the commencement of meeting shall be deferred or the meeting that the resumed within five days, and meeting shall be provisions in Article 182 of the deferred or Company Act shall not apply . resumed within 3. Where the meeting is required five days if there to be deferred or resumed are events of upon the occurrence of the natural disaster, preceding paragraph, incidents or other shareholders without force majeure registration to attend the resulting in the original Shareholders’ obstacles to the meeting may not attend the video conference deferred or resumed meeting . platform or 4. Where a meeting is required to attendance via be deferred or resumed video conference, pursuant to Paragraph 2 which cannot be herein, number of shares excluded for 30 presented in the attendance of minutes or over. In the original Shareholders’ addition, Article meeting and the exercised 182 of the voting and election rights of a Company Act shareholder having registered which such deferral to attend the original meeting or resumption shall via video conference and be made after having completed his/her resolution by the registration failing to attend Shareholders’ the deferred or resumed meeting. Paragraph meeting shall be tallied to the 2 is hence added. total number of shares and Failure of the number of voting and election Company, video rights represented by an conference attending shareholder in the platform, deferred or resumed meeting . shareholders, 5. Where the Shareholders’ solicitors or proxies meeting is deferred or resumed to convene or pursuant to Paragraph 2 attend the video hereof, proposals with conference completed voting and vote resulting from counts as well as public individual intention disclosure of voting results and or negligence does the lists of Directors or not fall in the scope supervisors elect will require of this Article. no additional discussion and 4. Where the resolution . Company is 6. Where the Company convenes required to defer or a video-assisted Shareholders’ resume the meeting meeting, in the event of failure in events as to resume the video conference provided in as prescribed in Paragraph 2, Paragraph 2, it if the quorum is met after the shall be transacted total number of shares in accordance with

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represented by all attending shareholders less those represented by shareholders attending via video conference, the Shareholders’ meeting may proceed without needs to defer or resume the meeting pursuant to Paragraph 2 herein .

7. Where there are circumstances which the meeting shall be proceeded as provided in the preceding paragraph, the number of shares represented by the shareholders attending via video conference shall be tallied in the total shares represented by all attending shareholders, but to have waived his/her rights with respect to all proposals of that meeting .

8. Where the Company has deferred or resumed the meeting pursuant to Paragraph 2 herein, the Company shall transact preliminary works as relevant in accordance with the original date of the Shareholders’ meeting and various provisions under the Article 44-20, Paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies .

9. In the periods as provided in the second paragraph of Article 12 and Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies and Article 44-5, Paragraph 2, Article 44- 15, and Article 44 17, Paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall convene the Shareholders’ meeting in the deferred or resuming date as provided in the Paragraph 2

Article 44-20, Paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies that shareholders (incl. solicitors and proxies) without registration to attend the original Shareholders’ meeting may not attend the deferred or resumed meeting. Paragraph 3 is hence added. For the convening of video-assisted Shareholders’ meeting, a shareholder attending in physical Shareholders’ meeting may proceed to attend in person the deferred or resumed meeting. The descriptions are hence merged. 5. Paragraph 4 is added specifying that “Where a meeting is required to be deferred or resumed pursuant to Paragraph 2 herein, number of shares presented in the attendance of the original Shareholders’ meeting and the exercised voting and election rights of a shareholder (incl. solicitor and proxy) having registered to attend

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		*herein*.	the original meeting via video conference and having completed his/her registration failing to attend the deferred or resumed meeting shall be tallied to the total number of shares and number of voting and election rights represented by an attending shareholder in the deferred or resumed meeting”. 6. For the Shareholders’ meeting required to be deferred or resumed due to the failure to proceed resulting from the communication obstacles, proposals with completed voting and vote counts as well as public disclosure of voting results and the lists of Directors or supervisors elect in the previous meeting will be deemed as resolved and require no additional discussion and resolution to reduce time and costs incurred by resumption of such. Paragraph 5 is hence added. 7. In consideration that video-assisted Shareholders’ meeting features proceedings of both physical meeting

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and video conference, in the event of failure to resume the video conference, due to the fact that a physical meeting remains in process, the Shareholders’ meeting may proceed without needs to defer or resume the meeting if the quorum is met after the total number of shares represented by all attending shareholders less those represented by shareholders attending via video conference. Paragraph 6 is hence added. 8. Where there are circumstances which the meeting shall be proceeded as provided in Paragraph 2 with no needs to defer or resume such meeting, the number of shares represented by the shareholders (incl. solicitors and proxies) attending via video conference shall be tallied in the total shares represented by all attending shareholders, but to have waived his/her rights with respect to all proposals of that meeting, as provided in Article 44-20, Paragraph 5 of the Regulations

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Governing the Administration of Shareholder Services of Public Companies. Paragraph 7 is hence added. 9. Considering that the aforementioned deferred or resumed meeting resulting from disconnection is essentially identical to the original Shareholders’ meeting, it is therefore unnecessary to perform preliminary works as relevant in accordance with the deferred or resumed date of the Shareholders’ meeting and various provisions under the Article 44-20, Paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies. Paragraph 8 is hence added. 10.In additional consideration of the deferred Shareholders’ meeting via video conference, as provided in the second paragraph of Article 12 and Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder

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Meetings of Public Companies and Article 44-5, Paragraph 2, Article 44-15, and Article 44-17, Paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies concerning the matters to be publicly disclosed shall be disclosed otherwise to the shareholders on the date the deferred or resumed meeting is held. Paragraph 9 is hence added. (Added this Article) Article 22. 1. This Article is Where the Company convenes a newly added. Shareholders’ meeting via video 2. Where the conference, the Company shall Company convenes provide alternatives as applicable the Shareholders’ if a shareholder has difficulties meeting via video attending such meeting . conference, shareholders shall be provided alternatives as applicable such as the exercise of voting rights in correspondence or lease or lending of devices as required in the attendance of meeting for shareholders, in consideration that the shareholders with digital divides may be challenged in the attendance via video conference. ~~Article 19.~~ Article 23. 1. Article orders These Rules, and any These Rules, and any adjusted following amendments hereto, shall be amendments hereto, shall be additions in this implemented after adoption by implemented after adoption by amendment.

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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 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. The ninth amendment was made on June 23, 2021.

shareholders meetings. These 2. Adds the date of rules were implemented on April revision. 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 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. The ninth amendment was made on June 23, 2021. The tenth amendment was made on June 15, 2022 .

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Annex 10.

Details of relieved competition for current Directors

Title	Name	Currentlyconcurrentlyholding positions in other companies
Independent Director	Kao, Jung- Chih	Independent Director of Chung Fu Tex-International Co., Ltd.
Independent Director	Yang, Ya-Po	Director of ScinoPharm Taiwan., Ltd. (Representative of National Development Fund of the Executive Yuan)

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NINE. Appendixes

Appendix 1

AIR ASIA Company Limited Corporate Social Responsibility Best Practice Principles (Before the revision)

Chapter I General Principles

Article 1 In order to assist the Company to fulfill the corporate social responsibility initiatives and to promote economic, environmental, and social advancement for purposes of sustainable development, hereby jointly adopt the Principles to be followed by the Company.
Article 2 The Principles applies to the Company, including the entire operations of each such company and its business group.
In the course of the Company’ business operations, to actively fulfill corporate social responsibility in the course of their business operations so as to follow international development trends and to contribute to the economic development of the country, to improve the quality of life of employees, the community and society by acting as responsible corporate citizens, and to enhance competitive edges built on corporate social responsibility.
Article 3 In fulfilling corporate social responsibility initiatives, the Company shall, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance.
TWSE/GTSM Listed Companies shall conduct risk assessments on environmental, social and corporate governance issues related to the Company's operations relevant risk management policies or strategies in accordance with the principle of materiality.
Article 4 To implement corporate social responsibility initiatives, the Company is advised to follow the principles below:
Exercise corporate governance.
Foster a sustainable environment.
Preserve public welfare.
Enhance disclosure of corporate social responsibility information.
Article 5. The Company shall take into consideration the correlation between the development of domestic and international corporate social responsibility principles and corporate core business operations, and the effect of the operation of individual companies and of their respective business groups as a whole on stakeholders, in establishing their policies, systems or relevant management guidelines, and concrete promotion plans for corporate social responsibility programs, which shall be approved by the Board of Directors and then reported to the shareholders meeting.
When a shareholder proposes a motion involving corporate social responsibility, the Company's Board of Directors is advised to review and consider including it in the shareholders meeting agenda.

Chapter 2 Exercising Corporate Governance

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Article 6. The Company is advised to follow the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies, the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, and the Code of Ethical Conduct for TWSE/GTSM Listed Companies to establish effective corporate governance frameworks and relevant ethical standards so as to enhance corporate governance.
Article 7. The Directors of the Company shall exercise the due care of good administrators to urge the Company to perform its corporate social responsibility initiatives, examine the results of the implementation thereof from time to time and continually make adjustments so as to ensure the thorough implementation of its corporate social responsibility policies.
The Board of Directors of the Company in the Company's performance of its corporate social responsibility initiatives, including the following matters:
Identifying the Company's corporate social responsibility mission or vision, and declaring its corporate social responsibility policy, systems or relevant management guidelines;
Making corporate social responsibility the guiding principle of the Company's operations and development, and ratifying concrete promotional plans for corporate social responsibility initiatives; and
Enhancing the timeliness and accuracy of the disclosure of corporate social responsibility information.

The Board of Directors shall appoint executive-level positions with responsibility for economic, environmental, and social issues resulting from the business operations of the Company, and to report the status of the handling to the Board of Directors. The handling procedures and the responsible person for each relevant issue shall be concrete and clear.

Article 8. The Company is advised to, on a regular basis, organize education and training on the implementation of corporate social responsibility initiatives, including promotion of the matters prescribed in paragraph 2 of the preceding article.
Article 9. For the purpose of managing corporate social responsibility initiatives, the Company is advised to establish an exclusively (or concurrently) dedicated unit to be in charge of proposing and enforcing the corporate social responsibility policies, systems, or relevant management guidelines, and concrete promotional plans and to report on the same to the Board of Directors on a periodic basis.
The Company is advised to adopt reasonable remuneration policies, to ensure that remuneration arrangements support the strategic aims of the organization, and align with the interests of stakeholders.

It is advised that the employee performance evaluation system be combined with corporate social responsibility policies, and that a clear and effective incentive and discipline system be established.

Article 10. The Company shall, based on respect for the rights and interests of stakeholders, identify stakeholders of the Company, and establish a designated section for stakeholders on the Company website; understand the reasonable expectations and demands of stakeholders through proper communication with them, and adequately respond to the important corporate social responsibility issues which they are concerned about.

Chapter 3 Fostering a Sustainable Environment

Article 11. The Company shall follow relevant environmental laws, regulations and international standards to properly protect the environment and shall endeavor to promote a

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sustainable environment when engaging in business operations and internal management.

Article 12. The Company is advised to endeavor to utilize all resources more efficiently and use renewable materials which have a low impact on the environment to improve sustainability of natural resources.
Article 13. The Company is advised to establish proper environment management systems based on the characteristics of their industries. Such systems shall include the following tasks:
Collecting sufficient and up-to-date information to evaluate the impact of the Company's business operations on the natural environment.
Establishing measurable goals for environmental sustainability, and examining whether the development of such goals should be maintained and whether it is still relevant on a regular basis.
Adopting enforcement measures such as concrete plans or action plans, and examining the results of their operation on a regular basis.
Article 14. The Company is advised to establish a dedicated unit or assign dedicated personnel for drafting, promoting, and maintaining relevant environment management systems and concrete action plans, and should hold environment education courses for their managerial officers and other employees on a periodic basis.
Article 15. The Company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from their business operations:
Reduce resource and energy consumption of their products and services.
Reduce emission of pollutants, toxins and waste, and dispose of waste properly.
Improve recyclability and reusability of raw materials or products.
Maximize the sustainability of renewable resources.
Enhance the durability of products.
Improve efficiency of products and services.
Article 16. To improve water use efficiency, the Company shall properly and sustainably use water resources and establish relevant management measures. The Company shall construct and improve environmental protection treatment facilities to avoid polluting water, air and land, and use their best efforts to reduce adverse impact on human health and the environment by adopting the best practical pollution prevention and control measures.
Article 17. The Company shall assess the impact of climate change and take measures to cope with climate-related issues, and the Company's current and future potential risks and opportunities.
The Company is advised to adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following:
Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the company.
Indirect greenhouse gas emissions: emissions resulting from the generation of externally purchased or acquired electricity, heating, or steam.

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The Company is advised to monitor the impact of climate change on their operations and should establish company policy for energy conservation and carbon and greenhouse gas reduction, water use reduction or other waste management based upon their operations and greenhouse gas emissions, displacement and total weight of waste. Such strategies should include obtaining carbon credits to promote and minimize the impact of their business operations on climate change.

Chapter 4 Preserving Public Welfare

Article 18. The Company shall comply with relevant laws and regulations, and the International Bill of Human Rights, with respect to rights such as gender equality, the right to work, and prohibition of discrimination.

The Company, to fulfill its responsibility to protect human rights, shall adopt relevant management policies and processes, including:

Presenting a corporate policy or statement on human rights.
Evaluating the impact of the Company's business operations and internal
management on human rights, and adopting corresponding handing processes.
Reviewing on a regular basis the effectiveness of the corporate policy or statement on human rights.
In the event of any infringement of human rights, the Company shall disclose the processes for handling of the matter with respect to the stakeholders involved.
The Company shall comply with the internationally recognized human rights of labor, including the freedom of association, the right of collective bargaining, caring for vulnerable groups, prohibiting the use of child labor, eliminating all forms of forced labor, eliminating recruitment and employment discrimination, and shall ensure that their human resource policies do not contain differential treatments based on gender, race, socioeconomic status, age, or marital and family status, so as to achieve equality and fairness in employment, hiring conditions, remuneration, benefits, training, evaluation, and promotion opportunities.

The Company shall provide an effective and appropriate grievance mechanism with respect to matters adversely impacting the rights and interests of the labor force, in order to ensure equality and transparency of the grievance process. Channels through which a grievance may be raised shall be clear, convenient, and unobstructed. The Company shall respond to any employee's grievance in an appropriate manner.

Article 19. The Company shall provide information for their employees so that the employees have knowledge of the labor laws and the rights they enjoy in the countries where the companies have business operations.
Article 20. The Company is advised to provide safe and healthful work environments for their employees, including necessary health and first-aid facilities and shall endeavor to curb dangers to employees' safety and health and to prevent occupational accidents. The Company is advised to organize training on safety and health for their employees on a regular basis.
Article 21. The Company is advised to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills.
Reasonable employee welfare measurements (including salary, vacation and other benefits) shall be established and implemented, appropriately reflect business performance or achievements employee remuneration, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations.

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Article 22. The Company shall establish a platform to facilitate regular two-way communication between the management and the employees for the employees to obtain relevant information on and express their opinions on the Company's operations, management and decisions.
The Company shall respect the employee representatives' rights to bargain for the working conditions, and shall provide the employees with necessary information and hardware equipment, in order to improve the negotiation and cooperation among employers, employees and employee representatives. The Company shall, by reasonable means, inform employees of operation changes that might have material impacts.
Article 22-1. A TWSE/GTSM listed company is advised to treat customers or consumers of its products or services in a fair and reasonable manner, including according to the following principles: fairness and good faith in contracting, duty of care and fiduciary duty, truthfulness in advertising and soliciting, fitness of products or services, notification and disclosure, commensuration between compensation and performance, protection of the right to complain, professionalism of salespersons etc. Said company shall also develop the relevant strategies and specific measures for implementation.
Article 23 The Company shall take responsibility for their products and services, and take marketing ethics seriously. In the process of research and development, procurement, production, operations, and services, the Company shall ensure the transparency and safety of their products and services. They further shall establish and disclose policies on consumer rights and interests, and enforce them in the course of business operations, in order to prevent the products or services from adversely impacting the rights, interests, health, or safety of consumers.
Article 24. The Company shall ensure the quality of their products and services by following the laws and regulations of the government and relevant standards of their industries. The Company shall follow relevant laws, regulations and international guidelines when marketing or labeling their products and services of customer health and safety, customer privacy and shall not deceive, mislead, commit fraud or engage in any other acts which would betray consumers' trust or damage consumers' rights or interests.
Article 25. The Company is advised to evaluate and manage all types of risks that could cause interruptions in operations, so as to reduce the impact on consumers and society. The Company is advised to provide a clear and effective procedure for accepting consumer complaints to fairly and timely handle consumer complaints, shall comply with laws and regulations related to the Personal Information Protection Act for respecting consumers' rights of privacy and shall protect personal data provided by consumers.
Article 26. The Company is advised to assess the impact their procurement has on society as well as the environment of the community that they are procuring from, and shall cooperate with their suppliers to jointly implement the corporate social responsibility initiative.
The Company should assess the impact its procurement has on environment, occupational safety and health, labor rights of the community from which procurements are made as well as cooperate with its suppliers to jointly implement the corporate social responsibility initiative. Prior to engaging in commercial dealings, the Company is advised to assess whether there is any record of a supplier's impact

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on the environment and society, and avoid conducting transactions with those against corporate social responsibility policy.

When the Company enter into a contract with any of their major suppliers, the content should include terms stipulating mutual compliance with corporate social responsibility policy, and that the contract may be terminated or rescinded any time if the supplier has violated such policy and has caused significant negative impact on the environment and society of the community of the supply source.

Article 27. The Company shall evaluate the impact of their business operations on the community, and adequately employ personnel from the location of the business operations, to enhance community acceptance.
The Company is advised to, through equity investment, commercial activities, endowments, volunteering service or other charitable professional services etc., dedicate resources to organizations that commercially resolve social or environmental issues, participate in events held by citizen organizations, charities and local government agencies relating to community development and community education to promote community development.

Chapter 5 Enhancing Disclosure of Corporate Social Responsibility Information

Article 28. The Company shall disclose information according to relevant laws, regulations and the Corporate Governance Best Practice Principles for TWSE/GTSM listed Companies and shall fully disclose relevant and reliable information relating to their corporate social responsibility initiatives to improve information transparency. Relevant information relating to corporate social responsibility which TWSE/GTSM listed companies shall disclose includes:
The policy, systems or relevant management guidelines, and concrete promotion plans for corporate social responsibility initiatives, as resolved by the Board of Directors.
The risks and the impact on the corporate operations and financial condition arising from exercising corporate governance, fostering a sustainable environment and preserving social public welfare.
Goals and measures for realizing the corporate social responsibility initiatives established by the companies, and performance in implementation.
Major stakeholders and their concerns.
Disclosure of information on major suppliers' management and performance with respect to major environmental and social issues.
Other information relating to corporate social responsibility initiatives.
Article 29. The Company shall adopt internationally widely recognized standards or guidelines when producing corporate social responsibility reports, to disclose the status of their implementation of the corporate social responsibility policy. It also is advisable to obtain a third-party assurance or verification for reports to enhance the reliability of the information in the reports. The reports are advised to include:
The policy, system, or relevant management guidelines and concrete promotion plans for implementing corporate social responsibility initiatives.
Major stakeholders and their concerns.
Results and a review of the exercising of corporate governance, fostering of a sustainable environment, preservation of public welfare and promotion of economic development.
Future improvements and goals.

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Article 30. The Company shall at all times monitor the development of domestic and foreign corporate social responsibility standards and the change of business environment so as to examine and improve their established corporate social responsibility framework and to obtain better results from the implementation of the corporate social responsibility policy.
Article 31. These Principles, and any amendments hereto, were implemented by the Board of Directors on March 30, 2017, and reported to the shareholders meeting. First amendment was made on March 26, 2020.

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Appendix 2

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$2.1 Billion, including 210 million (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.
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

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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 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;

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if 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 tele- or 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. The thirty-ninth amendment was made on August 25, 2021.

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 3

AIR ASIA Company Limited Procedures for Acquisition or Disposal of Assets (Before the revision)

Article 1. The Procedures are adopted in accordance with the provisions of Article 36-1 of the Securities and Exchange Act (“the Act”). Any matter not specified herein shall be subject to the Applicable Listing Rules.

Article 2. Scope of the Assets:

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

Article 3. Definitions:

“Derivative”: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts.
“Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law”: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter “transfer of shares”)

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under Article 156-3 of the Company Act.

“Related party and Subsidiary”: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
“Professional appraiser”: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.
“Date of occurrence”: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.
Mainland China area investment: Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.
The provision of 10% of the total assets of the procedure, is calculated based on the total assets in the most recent individual or individual financial statements as required by the securities issuer's financial reporting standards.
Article 4. Professional appraisers and their officers, certified public accountants, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements:
May not have previously received a final and unappeasable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.
May not be a related party or de facto related party of any party to the transaction.
If the Company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.

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

Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence.

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When examining a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.
They shall undertake an item-by-item evaluation of the comprehensiveness, accuracy, and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion.
They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and accurate, and that they have complied with applicable laws and regulations.
Article 5. Procedures of Acquisition or Disposal of Real Property, other Fixed Assets or Rightof-use asset
Evaluation and Implementation Procedures Acquisition or disposal procedures of real property, equipment, other fixed assets or Right-of-use asset are subject to the Company’s Fixed Assets Implementation Procedures (if there is any)
Determination of Terms and Limit

The terms and prices for the acquisition or disposal of real property, other fixed assets or Right-of-use asset shall be based on the publicly announced value, appraised value, actual closing prices for nearby real properties compiled in a report for submission to the Chairman. Transaction amount less than Ten Million New Taiwan Dollar shall be subject to the approval of the Chairman; Transaction amount more than Ten Million New Taiwan Dollars and less than Fifty Million New Taiwan Dollar shall be subject to the approval of the Chairman; Transaction amount reaching Fifty Million New Taiwan Dollar or more shall be reported to or rectified by the Board. Where an Audit Committee has been established in accordance with the provisions of the Act, when the procedures for the acquisition and disposal of assets are adopted or amended they shall be approved by more than half of all Audit Committee members and submitted to the Board of Directors for a resolution.

Appraisal Report of the real property, other Fixed Assets or Right-of-use asset In acquiring or disposing real property or equipment or Right-of-use asset where the transaction amount reaches twenty percent of the Company's paid-in capital or Three Million New Taiwan Dollar, the Company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of business machinery and equipment, shall obtain an appraisal report prior to the Date of Occurrence from an

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expert appraiser and shall further comply with the following provisions:

i. Where due to special circumstances it is necessary to give a restrictive price or specified price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board, and the same procedure shall be followed for any changes to the terms and conditions of the transaction. The transaction requires recognition by the supervisors shall first be approved by more than half of all Audit Committee members and then submitted to the Board of Directors for a resolution.
ii. Where the transaction amount reaches One Billion New Taiwan Dollars or more, appraisals from two or more expert appraisers shall be obtained.
iii. Where any one of the following circumstances applies with respect to the expert appraiser's appraisal results, unless that the appraisal price is higher than the transaction amount in acquisition of asset(s), or the appraisal price is lower than the transaction amount in disposal of asset(s), a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the Republic of China Accounting Research and Development Foundation (hereinafter “ARDF”) and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:
(1) The discrepancy between the appraisal result and the transaction amount is twenty percent or more of the transaction amount.
(2) The discrepancy between the appraisal results of two or more professional appraisers is ten percent or more of the transaction amount.
iv. Where an appraisal is conducted before a contract execution date, no more than three months may pass between the date of the appraisal report and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than six months have elapsed, an opinion may still be issued by the original expert appraiser.

Article 6. Procedures of Acquisition or Disposal of Securities

Evaluation and Implementation Procedures Purchase or sales of long- and shortterm securities assets shall be handled in pursuant to the Company’s Long/Short Term Investment Operational Procedures (if there is any).
Determination of Terms and Limits
i. The purchase and sales of securities which are traded at TWSE or GreTai Securities Market and are considered securities representing interest in a fund, bond or currency fund or original share subscription (including share subscriptions at incorporation or for increase of capital), and where the subject company publicly lists its securities or bonds for sale in accordance with the

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requirements for share dilution prior to listing, the responsible unit shall make the appropriate determination based on market condition.

ii. For the long-term investment, the transaction requires recognition by the supervisors shall first be approved by more than half of all Audit Committee members and then submitted to the Board of Directors for a resolution.
Expert Opinion

In acquiring or disposing securities under one of the following circumstances, provided that the transactional amount reaches twenty percent of the Company’s paid-in capital or Three Hundred Million New Taiwan Dollar, the opinion of a certified public account shall be obtained before the date of occurrence in respect to the reasonableness of the transaction price, and if the certified public accountant would need to adopt any expert report, such report shall be prepared in accordance with the provisions of Statement of Auditing Standards.

Article 7. Procedures of Acquisition or Disposal of Intangible Assets or Right-of-use asset or Memberships
Evaluation and Implementation Procedures

The acquisition or disposal of intangible assets or Right-of-use asset or

Memberships shall be subject to the Company’s Implementation Procedures for Fixed Assets.

Determination of Terms and Limits
i. In acquiring or disposing an intangible asset or Right-of-use asset, the terms and price shall be determined based on expert evaluation report and the fair market value as produced in an analysis report for submission to the Chairman. The approval of the Chairman shall be required where transaction price is Twenty Million New Taiwan Dollar or less. For transaction price exceeding Ten Million New Taiwan Dollar, the transaction requires recognition by the supervisors shall first be approved by more than half of all Audit Committee members and then submitted to the Board of Directors for a resolution.
ii. In acquiring or disposing a membership, the terms and price shall be determined based on the fair market value of such membership as produced in an analysis report for submission to the President. The approval of the President shall be required where value of such membership is Three Million New Taiwan Dollar or less. For transaction value exceeding Three Million New Taiwan Dollars, the transaction requires recognition by the supervisors shall first be approved by more than half of all Audit Committee members and then submitted to the Board of Directors for a resolution.
Intangible assets or Right-of-use asset expert evaluation report
i. If the transaction amount in acquiring or disposing a membership reaches Three

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Million New Taiwan Dollar or more, the expert shall be requested to issue an appraisal report.

ii. If the transaction amount in acquiring or disposing intangible assets or Right-ofuse asset reaches Twenty Million New Taiwan Dollar or more, the expert shall be requested to issue an appraisal report.
iii. In acquiring or disposing of intangible assets or Right-of-use asset the transaction amount of which reaches 20% of the Company’s paid in capital or Three Hundred Million New Taiwan Dollar, unless transacting with a domestic government agency, a certified public accountant shall provide opinion which shall be dated before the date of occurrence in respect of the reasonableness of the transaction price in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.
Article 7-1 The calculation of the transaction amounts referred to in the preceding three articles shall be done in accordance with Article 14, paragraph 2 herein, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.

Article 8. Related Parties Transactions

In acquiring or disposing real property from a related party through purchase or swap shall accordance with the regulation of Article 5 , the Company shall ensure that the necessary resolutions are adopted, the reasonableness of the transaction terms is appraised, and other relevant matters are carried out in compliance with the following, including but without limitation, in case where the transaction amount is 10% or more of the aggregate assets of the Company, obtaining a valuation report issued by a professional valuation agency or a CPA opinion before the date such transaction takes place (provided that the calculation of the transaction amount shall be subject to Article 7-1 of the Procedure) , in addition to compliance with the procedures set forth above. When judging whether a trading counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.
Evaluation and Implementation Procedures Where the Company intends to acquire or dispose real property or Right-of-use asset from a related party, or to acquire or dispose any property other than real property or Right-of-use asset from a related party and the transaction amount of which is 20% or more of the paid-in capital of the Company, or 10% or more of the aggregate amount of assets of the Company, or Three Hundred Million New Taiwan Dollar or more, except in trading of domestic government bonds or bonds under

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repurchase and resale agreements, or subscription or redemption of domestic money market funds, the following matters shall be submitted for approval firstly by the Audit Committee before resolution is further approved by the Board before any transaction agreement can be signed or any payment can be made:

i. The purpose, necessity and anticipated benefit of the property acquisition or disposal.
ii. The reason for choosing the related party as a trading counterparty.
iii. In respect of acquisition of real property or Right-of-use asset, information regarding appraisal of the reasonableness of the proposed transaction terms in accordance with the Subparagraphs 3(i) and 3(iv) of this Article.
iv. The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the Company and the related party.
v. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
vi. A valuation report issued by a professional valuation agency or a CPA opinion pursuant to paragraph 1 of this Article.
vii. Restrictive covenants and other important stipulations associated with the transaction.

The transaction amount referred to in the preceding paragraph shall be calculated in accordance with Article 14, paragraph 2 and the period for one year shall commence from the date when the transaction takes place, provide, however, that the calculation should exclude the amount which has already been submitted for approval by the Audit Committee as well as the Board.

Evaluation of the reasonableness of the transaction costs
i. In acquisition of real property or Right-of-use asset from a related party, the evaluate reasonableness of the transaction costs shall be evaluated by the following means:
- (1) Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer pursuant to the Applicable Listing Rules. “Necessary interest on funding” is imputed as the weighted average interest rate on borrowing in the year the Company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.
- (2) Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution

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shall have been seventy percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been one year or more. However, this shall not apply where the financial institution is a related party of one of the trading counterparties.

ii. Where land and structures thereupon are combined as a single property purchased or lease in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding subparagraph.
iii. In acquiring real property or leases from a related party, the Company shall appraise the cost of the real property in accordance with the provisions of Subparagraphs 3(i) and 3(ii) this Article and shall also engage a certified public accountant to check the appraisal and render a specific opinion.
iv. Conducted in accordance with Subparagraphs 3(i) and 3(ii) of this Article are both lower than transaction price, Subparagraph 3(v) of this Article shall apply, except where one of the following circumstances exists and objective evidence has been submitted and specific opinions on reasonableness have been obtained from an expert real property or Right-of-use asset appraiser and a certified public accountant:
(1) Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:
- A. Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The “Reasonable construction profit” shall be deemed the average gross operating profit margin of the related party's construction division over the most recent three years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.
- B. The transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction or lease terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market practices.
(2) Where the acquisition of real property or Right-of-use asset from a related party provides evidence that the terms of the transaction are similar to the terms of transactions completed for the acquisition of neighboring or closely

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valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions for neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transaction for similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than fifty percent of the property in the planned transaction; within one year refers to one year from the actual date of acquisition of the real property or Right-of-use asset.

v. Where the Company acquires real property or Right-of-use asset from a related party and the results of appraisals conducted in accordance with the provisions of Subparagraphs 3(i) and 3(ii) of this Agreement are uniformly lower than the transaction price the following steps shall be taken. The Company that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss or terminate the lease on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the Financial Supervisory Commission (FSC) has given its consent.
(1) A special reserve shall be set aside in accordance with the Applicable Listing Rules (i.e., Paragraph 1 of Article 41 of Securities and Exchange Act) against the difference between the real property or Right-of-use asset transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares.
(2) One of Audit Committee members shall comply with the provisions of Article 218 of Company Act.
(3) Actions taken pursuant to Subparagraph 3(v)(1) and 3(v)(2) of this Article shall be reported to a Shareholders’ meeting, and the details of the transaction shall be disclosed in the annual report and the prospectus.
vi. In acquiring real property or Right-of-use asset from a related party where one of the following circumstances exists, the acquisition shall be conducted in accordance with the Paragraphs 1 and 2 of this Article and Subparagraphs (i), (ii) and (iii), Paragraph 3 of this Article shall not apply:
(1) The related party acquired the real property or Right-of-use asset through inheritance or as a gift.
(2) More than five years will have elapsed from the time the related party signed the contract to obtain the real property or Right-of-use asset to the

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signing date for the current transaction.

(3) The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the Company's own land or on rented land.
(4) The real property Right-of-use assets for business use are acquired by the Company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.

vii. In acquiring real property or Right-of-use asset from a related party, any evidence showing irregularities of the transaction shall be dealt with pursuant to Subparagraph 3(v) of this Article.

Article 9. Procedures for Acquisition or Disposal of Derivative Products

Trading Principles and Strategies
i. The types of transactions
- (1) Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives.
- (2) A public company engaging in deposit trading of bonds shall comply with these Key Points. It is not applicable to engage in bonds under repurchase agreements.
ii. Operation hedge strategies

The Company engages in derivatives transaction for hedging purpose (not for transaction purpose). Selects the international well-known financial institutions for avoiding credit risk arose. Otherwise, select the merchandise for hedging company operating risk and the currency must quite to company actual import and export demand, hence the Company’s overall internal parts (only foreign exchange income & expenditure) shall be based on self- balance principle for reduce foreign exchange risk and save the operating cost.

iii. Responsibility division
(1) Finance Department
- A. Finance Department should process the following procedures:
  - I. Draft strategy for derivatives transactions of whole company.
  - II. The position held in the trading of derivative products shall be evaluated at least once two weeks, analysis and judgment about relevant trend, and the evaluation reports shall be given to high-

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level managers authorized by the Board of Directors.

III. Implement transactions in accordance with the authorization limit and fixed strategy.
IV. Once the fixed strategy is not applicable to the majority variations in financial market, transaction personnel shall prepare evaluation report and revise the strategy for dealing accordance.
B. Accountants
I. Execute affirmed transaction.
II. Auditing whether the transaction is based on authorization and established strategy.
III. Carry out monthly report, and prepare the evaluation report to the President for approval.
IV. Accounting Unit: matters involving handling, publication of accounts and filing.
V. Publicly announced and reported in accordance with the regulations of the relevant competent authority.
C. Settlement personnel: trading confirmation, settlement.
D. Authorization Limit of Derivatives:
I. Each transaction shall be subject to internal written approval based on the amount. The authorization amount, transaction approval and level are as follows:


Authority	Authorization Limit of Each Transaction	Accumulated transaction limit
Accounting Manager	Below 1 millionUSD	Below 1.5 million USD
President	1 million and above ~ less than 6 millionUSD	1.5 million and above ~ less than 10 millionUSD
The Board	Over 6 millionUSD	Over 10 million USD

II. Other special-purpose transactions shall be approved by more than one-half of all members of the Audit Committee and submitted to the Board of Directors for resolution.
(2) Audit department

Responsible for understanding the admissibility of internal control of derivative transactions and auditing the compliance of the transaction department with the operating procedures, and analyzing the trading cycle, making an audit report, notifying the audit committee the next month of the transaction, and submitting the report of the Board of Directors.

(3) Performance Evaluation

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A. Risk avoidance transaction
I. Performance evaluation basic is based on the account exchange rate against gain & loss from engaging in derivatives transaction.
II. The Company shall evaluate gain & loss at least twice a month for fully control and express the evaluation risk of transactions.
III. Finance Department shall evaluate the foreign exchange parts, trend of exchange and market analysis to President as a management reference and indication.
B. Specific use transaction

The actual profit and loss is used as the performance evaluation basis, and the accountants shall regularly provide financial statements for management reference.

(4) Set-up total amount and maximum loss of the contract
A. Total amount of the contract
- I. Risk avoidance transaction limit

Within the scope of the verification authority of the hedge trades as set out in this procedure, the finance department shall grasp the overall position of the Company to avoid trading risks, and the amount of risk-avoiding transactions shall not exceed two-thirds of the overall net profit of the Company, such as more than two-thirds shall be reported to the President for approval, but not more than 100%.

II. Specific use transaction

Based on the forecast of market changes, the finance department can formulate strategies according to needs and report to the President and the Chairman of the Board for approval. The specific contract of the Company's specific use of the Company's net accumulation of the total contract amount is limited to US$ 10,000,000. If the amount exceeds the above amount, it shall be approved by more than one-half of all members of the Audit Committee, and be submitted to the Board of Directors meeting for resolution.

B. Set-up Maximum Loss
I. The upper limit of total losses from derivative contracts is no more than 20% of such contract amount, applicable to single and all derivative contracts.
II. In the case of a special purpose transaction contract, a stop loss point should be set to prevent excess losses. The stop loss point

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shall be set at an upper limit of 10% of the transaction contract amount. If the loss amount exceeds 10% of the transaction amount, it shall be reported immediately and will be reported to the Board of Directors to discuss the necessary countermeasures.

The amount of the individual contract loss is the maximum amount of the loss that does not exceed US$ 20,000 or 5% of the transaction contract amount.

The maximum annual loss for the Company's specific purpose of trading operations is US$300,000.

Risk Management Measures
i. Credit risk management

Due to changes in various factors in the market, it is easy to cause operational risks of derivative financial products. Therefore, in market risk management, the following principles shall be followed:

(1) Trading with the international well-known financial institutions.
(2) Trading commodities: limited to the goods provided by famous financial institutions in both domestic and abroad.
(3) Transaction Amount: The amount of the unreversed transaction of the same transaction object is limited to 10% of the total authorized amount, but the President approves is not limited to this.
ii. Market risk management:

Based on the open foreign exchange market provided by banks, the futures market will not be considered for the time being.

iii. Liquidity risk management:

To ensure the market liquidity, shall select the derivatives with higher liquidity (self-balance in market). Entrust the financial institutions which possess plenty information and transaction capabilities in whatever market.

iv. Cash flow risk management:

To ensure the Company turnover is stable, the sources of engaging in derivatives restricted to own capital. Furthermore, the operating amount shall consider the capital demand, the cash forecast for the future 3 months.

v. Operational Risk Management
(1) Be sure to comply with the authorization limit, operating procedure and included in internal audit for avoiding operational risk.
(2) Personnel engaged in derivatives trading may not serve concurrently in other operations such as confirmation and settlement.
(3) Risk measurement, monitoring, and control personnel shall be assigned to a different department that the personnel in the preceding subparagraph and

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shall report to the Board meeting or senior management personnel with no responsibility for trading or position decision-making.

(4) The position held in the trading of derivative products shall be evaluated at least once a week, but the hedging transaction made for business purposes shall be evaluated at least twice a month, and the evaluation reports shall be given to high-level managers authorized by the Board of Directors.
vi. Commodity Risk management

Internal trading personnel shall have complete and correct professional knowledge of financial commodities, and require banks to fully expose risks to avoid misuse of financial commodity risks.

vii. Legal Risk Management

The transaction procedure and contract contents of derivatives which involved legal shall consult with legal advisor before sign.

Internal Audit System

The Internal Auditor shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives’ trading by the trading department adheres to the procedures for engaging in derivatives trading, and prepare an audit report. If any material violation is discovered, Audit Committee shall be notified in writing.

Regular Evaluation Methods
i. The Board of Directors shall designate senior management personnel to pay continuous attention to monitoring and controlling derivatives trading risk. Periodically evaluate whether derivatives trading performance is consistent with established operational strategy and whether the risk undertaken is within the Company's permitted scope of tolerance. When irregular circumstances are found in the course of supervising trading and profit-loss circumstances, appropriate measures shall be adopted and a report immediately made to the Board of Directors.
ii. Derivatives trading positions held shall be evaluated at least once per week; however, positions for hedge trades required by business shall be evaluated at least twice per month. Evaluation reports shall be sent to senior management personnel authorized by the Board of Directors.
When engaging in derivatives trading, the Board of Directors shall supervise and manage such trading in accordance with the following principles:
i. Board of Directors shall indicate senior management personnel to pay continuous attention to monitoring and controlling derivatives trading risk in accordance with the following principles:
- (1) Periodically evaluate the risk management measures currently employed are

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appropriate and are faithfully conducted in accordance with “Regulations Governing the Acquisition or Disposal of Assets by Public Companies” and the procedures for engaging in derivatives trading formulated by the Company.

(2) In the course of supervising trading and profit-loss circumstances, periodically evaluate whether derivatives trading performance is consistent with established operational strategy and whether the risk undertaken is within the Company's permitted scope of tolerance. When irregular circumstances are found, appropriate measures shall be adopted and a report immediately made to the Board of Directors; where a company has Independent Directors, an Independent Director shall be present at the meeting and express an opinion.
ii. Periodically evaluate whether derivatives trading performance is consistent with established operational strategy and whether the risk undertaken is within the Company's permitted scope of tolerance.
iii. The Company shall report to the Board meeting after it authorizes the relevant personnel to handle derivatives trading in accordance with its procedures for engaging in derivatives trading.
iv. A public company engaging in derivatives trading shall establish a log book in which details of the types and amounts of derivatives trading engaged in, Board of Directors approval dates, and the matters required to be carefully evaluated under subparagraph 4(ii), 5(i) and 5(ii) of this Article, of the preceding article shall be recorded in detail in the log book.

Article10. Procedures for Conduct a Merger, Demerger, Acquisition or Transfer of Shares

Evaluation and Implementation Procedures
i. In conducting a Merger, Spin-off, acquisition, or Transfer of Shares, the Company is advised to appoint an attorney, certified accountant and securities underwriter to discuss and stipulate a timetable and shall organize a special project team for execution thereof in accordance with the Applicable Listing Rules. Prior to convening the Board to resolve on the matter, the Company shall engage a certified public accountant, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to the Members, and submit it to the Board for deliberation and approval.
ii. The Company shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the Shareholders’ meeting and include it along with the expert opinion referred to in item 1 of paragraph 1 in this Article when sending shareholders

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notification of the Shareholders’ meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a Shareholders’ meeting to approve the merger, demerger, or acquisition, this restriction shall not apply. Otherwise, where the Shareholders’ meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the Shareholders’ meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next Shareholders’ meeting.

Other important matters
i. Board meeting date: The Company participating in a merger, demerger, or acquisition shall convene a Board meeting and Shareholders’ meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent. The Company participating in a transfer of shares shall call a Board meeting on the day of the transaction, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.
ii. When participating in a merger, demerger, acquisition, or transfer of another company's shares, a company that is listed on an exchange or has its shares traded on an OTC market shall prepare a full written record of the following information and retain it for five years for reference:
(1) Basic identification data for personnel: Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company’s shares prior to disclosure of the information.
(2) Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a Board of Directors meeting.
(3) Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of Board meeting.
iii. Non-disclosure commitment prior to public disclosure: Every person participating in or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not

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disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any share or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.

iv. Establishment or Amendment of Share Swap Ratio or Purchase Price: In participation of a Merger, Spin-off, acquisition, or Transfer of Shares, the Company shall appoint certified accountants, attorneys or securities underwriters to state opinions on the reasonableness of the share swap ratio, purchase price or cash dividend prior to convening the meeting of the Board for submission to the Shareholders’ meeting. The Company may not arbitrarily alter the share swap ratio or purchase price unless the following circumstances permitting alteration are stipulated in the contract for the Merger, Spin-off, acquisition, or Transfer of Shares and publicly disclosed:
(1) Conduct cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.
(2) An action, such as a disposal of major assets, that affects the Company's financial operations.
(3) An event, such as a major disaster or major change in technology, that affects Shareholder equity or Share price.
(4) An adjustment where any of the companies participating in the Merger, Spin-off, acquisition, or Transfer of Shares from another company, buys back treasury stock.
(5) An increase or decrease in the number of entities or companies participating in the Merger, Spin-off acquisition, or Transfer of Shares.
(6) Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.
v. Content of the Contract: A contract of Merger, Spin-off, acquisition, or Transfer of Shares shall state the following in addition to the matters required under the Applicable Listing Rules (i.e., Article 317-1 of Company Law and Article 22 of Enterprise Merger and Acquisition Law):
(1) Handling of breach of contract.
(2) Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a Merger or that is demerged.
(3) The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange

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ratio, and the principles for handling thereof.

  - (4) The manner of handling changes in the number of participating entities or companies.

  - (5) Preliminary progress schedule for plan execution, and anticipated completion date.

  - (6) Scheduled date for convening the Shareholders’ meeting pursuant to the Applicable Listing Rules if the plan exceeds the deadline without completion, and relevant procedures.

vi. Change in the number of entities participating in the Merger, Spin-off, acquisition or Transfer of Shares: In participation of a Merger, Spin-off, acquisition, or Transfer of Shares and after public disclosure of the information, if the Company intends further to carry out another Merger, Spin-off, acquisition, or share transfer with another company, the Company shall carry out anew the procedures or legal actions that had originally been completed for the former Merger, Spin-off, acquisition, or Transfer of Shares; except that where the number of participating companies is decreased and the general meeting has adopted a resolution authorizing the Board to alter the limits of authority, the Company may be exempted from calling another general meeting to resolve on the matter anew.
vii. Where any of the companies participating in a Merger, Spin-off, acquisition, or Transfer of Shares is not a public company, the Company shall sign an agreement with the non-public company whereby the latter is required to abide by provisions of Subparagraphs 2(i), 2(iii) and 2(vi).
viii. When participating in a merger, demerger, acquisition, or transfer of another company’s shares, a company that is listed on an exchange or has its shares traded on an OTC market shall, within two days counting from the date of passage of a resolution by the Board of Directors, report in the prescribed format and via the internet-based information system to the FSC for recordation.
Article11. The Company in acquiring or disposing of the assets in accordance with the procedures or other legal requirements, shall be approved by more than half of all Audit Committee members and then submitted to the Board of Directors for a resolution. If not more than one-half of the members of the Audit Committee agree. It may be agreed by more than two-thirds of all Directors, and the resolutions of the Audit Committee shall be stated in the proceedings of the Board of Directors.
Article12. If the Company acquire or disposes of assets through the court auction procedure, it can replace the appraisal report or the opinion of the audit accountant with the certification documents issued by the court.
Article13. Determination of Terms and Limits

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The acquisition of real estate, Right-of-use asset and securities by the Company and its Subsidiaries for non-operating purpose, the total amount of acquisition of all real estate, Right-of-use asset and securities by the Company and its Subsidiaries should not exceed 20% of the Company’s total assets in the Company’s latest Financial statements or 50% the shareholders’ equity.

The acquisition of real estate and securities by the Company and its Subsidiaries for non-operating purpose, the single transaction amount of acquisition of the real estate and securities by the Company and its Subsidiaries should not exceed a 10% of the Company's total assets in the Company’s latest Financial statements or 25% the shareholders’ equity.

Article14. Where any of the following circumstances occurs with respect to a transaction that a public company has already publicly announced and reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event:

Acquisition of real estate from or to a Related Party, or acquisition or disposal of assets or Right-of-use asset other than real estate or other Right-of-use asset from or to a Related Party where the transaction amount reaches 20% or more of paid-in capital, 10% or more of the Company's total assets, or NT$300 million or more; provided, however, that this shall not apply to the trading of domestic government bonds or bonds under repurchase and resale agreements and the purchase or redemption of domestic money market funds in Taiwan.
Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law.
The loss of trading derivatives reaches the limit for all or individual contract set forth in the Procedures for Financial Derivatives Transactions.
Where the type of asset acquired or disposed is equipment or Right-of-use asset, the trading counterparty is not a Related Party, and the transaction amount is less than NT$500 million.
Acquisition or disposal by a public company in the construction business of real property or Right-of-use assets thereof for construction use, and furthermore the transaction counterparty is not a Related Party, and the transaction amount reaches NT$500 million.
Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a Related Party, and the amount the Company expects to invest

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in the transaction reaches NT$500 million.

Where there is an asset transaction (other than any such transactions referred to in the preceding three subparagraphs), a disposal of receivables to a financial institution, or an investment in mainland China area that reaches 20% or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:
i. Trading of domestic government bonds.
ii. Trading of bonds under repurchase/resale agreements or domestic/foreign money market funds.

The amount of transactions above shall be calculated as follows:

i. The amount of any individual transaction.
ii. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within one year.
iii. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of Real Property or Right-of-use assets thereof within the same development project within the preceding year.
iv. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within one year.
“Within one year” as used above refers to the year preceding the base date of occurrence of the current transaction. Items duly announced need not be entered. The company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the Company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10[th] day of each month.

All items should be published again if any item required to be disclosed is missing during the original publication.

The contracts, meeting minutes, log books, appraisal reports, and opinions of certified public accounts, lawyers or securities underwriters in connection with the Company's acquisition or disposal of assets shall, except as otherwise specified by relevant Taiwan laws, be kept in the Company for at least five years.

Article15. In acquiring or disposing of assets, if one of the above has been met and the

transaction amount reaches the public announcement threshold, a public report shall be established in accordance with the Procedures within two days from the day of occurrence of the fact:

Amendment, termination or cancellation of the original agreement;
Merger, spin-off, acquisition or share transfer not completed as scheduled in the agreement.

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Change to the originally publicly announced and reported information.
Article 16. Control and Management of Acquisition or Disposal of Assets by Subsidiaries of the Company:
A subsidiary of the Company shall also establish the Procedures Governing the Acquisition or Disposal of Assets pursuant to the Applicable Listing Rules which, as well as any amendment thereof, shall be approved by theist board and further approved in a general meeting of its members.
The acquisition or disposal of assets by a subsidiary of the Company shall be subject to the Procedures.
If a subsidiary of the Company is not a domestic public company, where a threshold for public disclosure as stipulated under the Applicable Listing Rules has been met, the Company shall make the relevant disclosure on behalf of the subsidiary.
For purposes of determining whether disclosure is required, refers to the actual paid-in capital or the total assets of the Company.

Article 17. Penalties

Violation of the Procedures by an employee of the Company in the acquisition or disposal of assets shall be sanctioned in accordance with the Company’s human resource management rules based on the seriousness of the offense.
Article 18. Implementation and Amendments

The Procedures for the Acquisition and Disposal of Assets shall be approved by more than half of all Audit Committee members and submitted to the Board of Directors for a resolution and submitted to a Shareholders’ meeting for approval. If approval of more than half of all Audit Committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by more than two-thirds of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting.

Article 19. This Procedure was established on June 16, 2000. The first amendment was made on June 28, 2002. The second amendment was made on June 20, 2003. The third amendment was made on June 28, 2006. The fourth amendment was made on June 29, 2007.The fifth amendment was made on June 29, 2009. The sixth amendment was made on June 15, 2012. The seventh amendment was made on December 17, 2012. The eighth amendment was made on June 27, 2014.The ninth amendment was made on June 19m 2017. The tenth amendment was made on June 11, 2018. The eleventh amendment was made on June 17, 2019.

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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 Best-Practice 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 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.

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

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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 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

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shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise the powers of the Chairman, the Vice Chairman shall act in place of the Chairman; if there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise the powers of the Vice Chairman, the Chairman 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 Chairman 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 Chairman 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 shares indicated by the attendance book or sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

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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 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.

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.

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With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently 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 Shareholders’ 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

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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 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 and the list of unsuccessful Directors and supervisors and their voting rights obtained. 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.

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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 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.

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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 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. The ninth amendment was made on August 25, 2021.

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Appendix 5

AIR ASIA Company Limited Shareholdings of all Directors

Book closure date`：`April 17,2022	Book closure date`：`April 17,2022	Book closure date`：`April 17,2022	Book closure date`：`April 17,2022	Book closure date`：`April 17,2022
			shareholdings of shareholders’ list on
Title	Name		book closure date
			Shares(Note)	%
Chairman of the Board	Lu, Tian-Lin	Taiwan Aerospace Corp. Representative	95,842,580	63.65
Member of the Board	Chen, Chin- Ming
Member of theBoard	Li, Wen- Hsin
Member of the Board	Shih, Kuan- Yu
Member of the Board	Li, Yueh- Tsung
Member of theBoard	Jheng, Su- Hua	Taiwan Sugar Corporation Representative	18,511,547	12.29
Member of theBoard	You, Zhen- Wei
Independent Director	Ko, Jen-Wei		-	-
Independent Director	Kao, Jung-Chih		-	-
Independent Director	Lin, Chang-Ching		-	-
Independent Director	Yang, Ya-Po		-	-
Total			114,354,127	75.94

NOTE:

As of book closure date of the Shareholders’ Meeting (April 17, 2022), the total issued shares were 150,575,109 shares, and the minimum shareholdings by all Directors were 9,034,506 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 2022

52173_rns_2022-06-16_2664d0d5-33fa-4e22-b89f-c85769cebae2.pdf

Stock code ： 2630

Handbook

Table of Contents

ONE. Meeting Procedure

TWO. Meeting Agenda

AIR ASIA Company Limited Agenda of the 2022 Annual General Shareholders’ Meeting

3. Report Items

5. Matters for Discussion

6. Extempore motion

7. Meeting Adjourned

THREE. Report Items

FOUR. Matters for Ratification

FIVE. Discussion Items

Explanation:

Explanation:

SIX. Extempore motion

SEVEN. Meeting Adjourned

EIGHT. 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:

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

亞洲航空股份有限公司

亞洲航空股份有限公司

KPMG

Notice to Readers

亞洲航空股份有限公司

Directors’ Remuneration Report of 2021

Remuneration Paid to Directors and Independent Directors

亞洲航空股份有限公司

AIR ASIA Company Limited Comparison table for the amendment of “Sustainable Development Best Practice Principles” Before and after revision

Air Asia Company Limited Distribution of 2021 earnings

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

AIR ASIA Company Limited Comparison table for the amendments of “Procedures for Acquisition or Disposal of Assets” Before and after revision

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

Article 9.

Article 9.

(Added this item)

Article 16.

Article 16.

Details of relieved competition for current Directors

NINE. Appendixes

AIR ASIA Company Limited Corporate Social Responsibility Best Practice Principles (Before the revision)

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

Chapter I General Provisions

Chapter II Shares

Chapter III Shareholders’ Meetings

Chapter V Managerial Personnel

Chapter VI Accounting

AIR ASIA Company Limited Procedures for Acquisition or Disposal of Assets (Before the revision)

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

AIR ASIA Company Limited Shareholdings of all Directors

More from AACL

AACL AGM Information 2022

Stock code `：` 2630

`亞洲航空股份有限公司`

`亞洲航空股份有限公司`

`亞洲航空股份有限公司`

`亞洲航空股份有限公司`

`亞洲航空股份有限公司`