AHOKU - AGM Information 2021 | FinancialReports.eu

Stock Code: 3002

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AHOKU ELECTRONIC COMPANY

2021 Annual General Shareholders’ Meeting Meeting Handbook

Time: 9:00 a.m., Thursday, June 10, 2021 Venue: 5F-1, No.92, Sec.1, Nei-Hu Rd., Nei-Hu Dist., Taipei City, Taiwan

(This English translation is prepared in accordance with the Chinese version and is for reference purposes only. If there are any inconsistency between the Chinese original and this English translation, the Chinese version shall prevail.)

Page No. I. Meeting Procedures ..................................................................................... 1 II. Meeting Agenda ......................................................................................... 2 Report Items ................................................................................................. 3 Ratification Items ........................................................................................ 4 Discussion Items .......................................................................................... 5 Election Items .............................................................................................. 7 Other Proposals ............................................................................................ 8 Extemporary Motions .................................................................................. 8 Adjournment ................................................................................................ 8 III. Attachments 1. 2020 Business Report .............................................................................. 9 2. Supervisors’ Review Report .................................................................. 11 3. The second “Plan of Share Buyback and Transferring to Employees” . 12 4. Independent Auditors’ Report and 2020 Financial Statements ............. 15 5. 2020 Earnings Distribution Table .......................................................... 33 6. Comparison Table for Amendment to the “Articles of Incorporation” . 34 7. Comparison Table for Amendment to the “Rules for Directors and Supervisors Elections” ........................................................................... 40 8. Comparison Table for Amendment to the “Procedures for Acquisition or Disposal of Assets” ................................................................................ 45 9. Comparison Table for Amendment to the “Procedures for Financial Derivatives Transactions” ...................................................................... 54 10. Comparison Table for Amendment to the “Operational Procedures for Lending Funds to Other Parties” .......................................................... 59 11. Comparison Table for Amendment to the “Operational Procedures for Making Endorsements and/or Guarantees” .......................................... 62 12. List of Director (including Independent Director) Candidates ............. 66 13. List of Director (including Independent Director) Candidates Holding Concurrent In-Services in Other Companies ......................................... 70

IV. Appendices

Articles of Incorporation (before amendment) ...................................... 71 2. Rules and Procedures of Shareholders’ Meeting ................................... 79 3. Rules for Directors and Supervisors Elections (before amendment) .... 83 4. Shareholding of Directors and Supervisors ........................................... 87 5. Other Explanation .................................................................................. 88

AHOKU ELECTRONIC COMPANY

2021 Annual General Shareholders’ Meeting Procedures

I. Call the Meeting to Order

II. Chairman Remarks

III. Report Items

IV. Ratification Items

V. Discussion Items

VI. Election Items

VII. Other Proposals

VIII. Extemporary Motions

IX. Adjournment

AHOKU ELECTRONIC COMPANY 2021 Annual General Shareholders’ Meeting Agenda

Time: 9:00 a.m., Thursday, June 10, 2021

Venue: 5F-1, No.92, Sec.1, Nei-Hu Rd., Nei-Hu Dist., Taipei City, Taiwan

I. Call the Meeting to Order (Report the attendance)

II. Chairman Remarks

III. Report Items

2020 Business Report
Supervisors’ Review Report on the 2020 Financial Statements
Report on Distribution of the 2020 Employees’ Compensation and Directors’ and Supervisors’ Remuneration
Report on Distribution of the Cash Dividends from 2020 Earnings
Report on the Status of the Share Buyback Plan

IV. Ratification Items

Adoption of the 2020 Business Report and Financial Statements
Adoption of the Proposal for Distribution of 2020 Earnings

V. Discussion Items

Amendment to the “Articles of Incorporation”
Amendment to the “Rules for Directors and Supervisors Elections”
Amendment to the “Procedures for Acquisition or Disposal of Assets”
Amendment to the “Procedures for Financial Derivatives Transactions”
Amendment to the “Operational Procedures for Lending Funds to Other Parties”
Amendment to the “Operational Procedures for Making Endorsements and/or Guarantees”

VI. Election Items

To Elect the Company’s 12[th] Term of the Directors

VII. Other Proposals

To Release the Newly Elected Directors from the Non-Competition Restrictions

VIII. Extemporary Motions

IX. Adjournment

Report Items

Item No.1: 2020 Business Report.

Explanation: please refer to Attachment 1 (page 9 to page 10) of this Handbook for the 2020 Business Report.

Item No.2: Supervisors’ Review Report on the 2020 Financial Statements.

Explanation: please refer to Attachment 2 (page 11) of this Handbook for the Supervisors’ Review Report.

Item No.3: Report on Distribution of the 2020 Employees’ Compensation and Directors’ and Supervisors’ Remuneration.

Explanation:

According to Article 25 of the “Articles of Incorporation” : 「 The Company shall set aside 4%~8% of profit as employees’ compensation and not more than 5% of profit as directors’ and supervisors’ remuneration for the profitable fiscal year. 」
The Company plans to set aside 6% of profit, equivalent to NT$ 4,693,005, as compensation to employees and 3.5% of profit, equivalent to NT$ 2,737,586, as remuneration to directors and supervisors. The aforementioned amounts are the same as the expenses estimated in 2020, and they will be paid in cash.
This proposal was approved by the Remuneration Committee and the Board of Directors, and submitted to this year’s Annual General Shareholders’ Meeting according to the related laws and regulations.

Item No.4: Report on Distribution of the Cash Dividends from 2020 Earnings.

Explanation:

In accordance with Article 25 of the “Articles of Incorporation”, the Board of Directors’ resolution was authorized to have the profit distributable as dividends and bonuses in whole or in part distributed in the form of cash and reported to the Shareholders’ Meeting.
Cash dividends amounting to NT$ 10,200,000 were distributed to shareholders at NT$ 0.1 per share. The cash dividends are calculated up to one NT dollar. Any amount less than one NT dollar will be rounded down. The sum of any
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such rounded-down will be recognized as the other non-operating income of the Company. The Board of Directors determines the ex-dividend record date, payment day and other relevant matters at its discretion discretionary.

Should any change in the number of outstanding shares resulting from the buyback of shares, transfer or cancellation of the treasury shares, or other reasons, the ratio of the cash dividends may need to be adjusted accordingly. The Board of Directors will be authorized to adjust the dividends to be distributed to each share within foresaid amount and to proceed on the relevant matters.

Item No.5: Report on the Status of the Share Buyback Plan. Explanation:

The status of the share buyback plan is stated as follows:

	May5,2021 2thBatch Transferring shares to employees Common stock NT$ 213,910,961 March 19, 2021 to May 18, 2021 2,000,000 shares From NT$8.5 to NT$17.2 Common stock 1,335,000 shares NT$16,618,683 66.75%
Batch Order	2thBatch
Purpose of the repurchase	Transferring shares to employees
Type of shares to be repurchase	Common stock
Ceiling on total monetary amount of the shares repurchase	NT$ 213,910,961
Scheduled period for the repurchase	March 19, 2021 to May 18, 2021
Number of shares to be repurchased	2,000,000 shares
Price range of repurchase	From NT$8.5 to NT$17.2
Actual type and number of shares bought back	Common stock 1,335,000 shares
Actual total value of shares bought back	NT$16,618,683
Ratio of actual buyback number to targeted buyback number(%)	66.75%

Please refer to Attachment 3 (page 12 to page 14) of this Handbook for the second “Plan of Share Buyback and Transferring to Employees”.

Ratification Items

Item No.1: (Proposed by the Board of Directors) Proposal: Adoption of the 2020 Business Report and Financial Statements. Explanation:

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The Company’s 2020 Financial Statements were approved by the Board of Directors, and audited by Certified Public Accountant Xie, Jian-Xin and Certified Public Accountant Chen, Zhao-Mei of Deloitte & Touche. The aforementioned Financial Statements together with the Business Report have been reviewed by the Supervisors. Supervisors’ Review Report is provided herein.
Please refer to Attachment 1 (page 9 to page 10) of this Handbook for the 2020 Business Report.
Please refer to Attachment 4 (page 15 to page 32) of this Handbook for the Independent Auditors’ Report and 2020 Financial Statements.

Resolution:

Item No.2: (Proposed by the Board of Directors) Proposal: Adoption of the Proposal for Distribution of 2020 Earnings. Explanation:

The 2020 Earnings Distribution Table was approved by the Board of Directors and reviewed by the Supervisors.
Please refer to Attachment 5 (page 33) of this Handbook for the 2020 Earnings Distribution Table.

Resolution:

Discussion Items

Item No.1: (Proposed by the Board of Directors) Proposal: Amendment to the “Articles of Incorporation”. Explanation:

To comply with the establishment of the Audit Committee and the Company’s operational development needs, it is proposed to amend the Company’s “Articles of Incorporation”.
Please refer to Attachment 6 (page 34 to page 39) of this Handbook for the Comparison Table for Amendment to the “Articles of Incorporation”.

Resolution:

Item No.2: (Proposed by the Board of Directors)

Proposal: Amendment to the “Rules for Directors and Supervisors Elections”.

Explanation:

To comply with the establishment of the Audit Committee and the Company’s actual operational needs, it is proposed to amend the Company’s “Rules for Directors and Supervisors Elections” and change its name as “Rules for Directors Elections”.
Please refer to Attachment 7 (page 40 to page 44) of this Handbook for the Comparison Table for Amendment to the “Rules for Directors and Supervisors Elections”.

Resolution:

Item No.3: (Proposed by the Board of Directors) Proposal: Amendment to the “Procedures for Acquisition or Disposal of Assets”.

Explanation:

To comply with the establishment of the Audit Committee, it is proposed to amend the Company’s “Procedures for Acquisition or Disposal of Assets”.
Please refer to Attachment 8 (page 45 to page 53) of this Handbook for the Comparison Table for Amendment to the “Procedures for Acquisition or Disposal of Assets”.

Resolution:

Item No.4: (Proposed by the Board of Directors) Proposal: Amendment to the “Procedures for Financial Derivatives Transactions”.

Explanation:

To comply with the establishment of the Audit Committee, it is proposed to amend the Company’s “Procedures for Financial Derivatives Transactions”.
Please refer to Attachment 9 (page 54 to page 58) of this Handbook for the Comparison Table for Amendment to the “Procedures for Financial Derivatives Transactions”.

Resolution:

Item No.5: (Proposed by the Board of Directors) Proposal: Amendment to the “Operational Procedures for Lending Funds to Other Parties”.

Explanation:

To comply with the establishment of the Audit Committee, it is proposed to amend the Company’s “Operational Procedures for Lending Funds to Other Parties”.
Please refer to Attachment 10 (page 59 to page 61) of this Handbook for the Comparison Table for Amendment to the “Operational Procedures for Lending Funds to Other Parties”.

Resolution:

Item No.6: (Proposed by the Board of Directors) Proposal: Amendment to the “Operational Procedures for Making Endorsements and/or Guarantees”.

Explanation:

To comply with the establishment of the Audit Committee, it is proposed to amend the Company’s “Operational Procedures for Making Endorsements and/or Guarantees”.
Please refer to Attachment 11 (page 62 to page 65) of this Handbook for the Comparison Table for Amendment to the “Operational Procedures for Making Endorsements and/or Guarantees”.

Resolution:

Election Items

Item No.1: (Proposed by the Board of Directors) Proposal: To Elect the Company’s 12[th] Term of the Directors. Explanation:

The term of the office of directors and supervisors will be expired on June 30, 2021. Accordingly, the Company proposes to duly elect new directors at this year’s Annual General Shareholders’ Meeting.
According to the “Articles of Incorporation”, the Board of Directors resolved that eleven directors (including four independent directors) will be elected. The term of the office of new directors is three years, starting from July 1, 2021 to
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June 30, 2024. The Company will set up the Audit Committee to replace the supervisors, and the Audit Committee will be composed of all independent directors.

The candidate nomination system has been adopted by the Company for election of directors (including independent directors). Shareholders shall select directors (including independent directors) from the List of Director (including Independent Director) Candidates, which was reviewed and approved by the Board of Directors on April 28, 2021. Please refer to Attachment 12 (page 66 to page 69) of this Handbook for the List of Director (including Independent Director) Candidates.

Election Results:

Other Proposals

Item No.1: (Proposed by the Board of Directors) Proposal: To Release the Newly Elected Directors from the Non-Competition Restrictions.

Explanation:

According to Article 209 of the “Company Act”, a director, who does anything for himself or on behalf of others that falls within the scope of the Company’s business, shall explain at the shareholders’ meeting the essential contents of such act and secure the approval from the shareholders’ meeting.
Please refer to Attachment 13 (page 70) of this Handbook for the List of the 12[th] Term of Director (including Independent Director) Candidates Holding

Concurrent In-Services in Other Companies. It is proposed that this year’s Annual General Shareholders’ Meeting exempt the prohibition on new directors from participation in competitive business from their date of taking office.

Resolution:

Extemporary Motions

Adjournment

Attachment 1

2020 Business Report

1. Results of Implementation of Business Plan

The consolidated operating revenue of the Company in 2020 was NT$ 818,717 thousand. The consolidated net profit was NT$ 51,031 thousand, and the earnings per share was NT$ 0.57. The operating performance is described as follows:

	Unit: NT$thousand	Unit: NT$thousand	Unit: NT$thousand	Unit: NT$thousand
Item	2020	2019	Increase /Decrease	Increase /Decrease %
Operatingrevenue	818,717	684,216	134,501	19.66%
Grossprofit	203,617	200,667	2,950	1.47%
Operatingexpenses	196,766	181,973	14,793	8.13%
Operatingincome	6,851	18,694	(11,843)	(63.35%)
Non-operatingincome and expenses	59,910	57,197	2,713	4.74%
Profit before income tax	66,761	75,891	(9,130)	(12.03%)
Netprofit	51,031	61,202	(10,171)	(16.62%)

2. Execution of the Budget

The Company didn’t release any financial forecast in 2020, so it is not applicable.

3. Financial Revenue and Expenses and Profitability Analysis

	Item	2020	2019
Financial structure	Debt ratio(%)	27.45	26.70
	Ratio of long-term capital to property, plant and equipment(%)	451.56	441.89
Solvency	Current ratio(%)	864.97	844.09
	Quick ratio(%)	758.28	733.31
Profitability	Return on assets(%)	3.04	3.50
	Return on equity (%)	4.59	5.24
	Netprofit ratio(%)	7.06	9.56
	Earnings(loss) per share(NT$)	0.57	0.64

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Status of Research and Development

The Company has spared no efforts in the development of various new products for a long time. In 2020, R&D expenses were NT$ 37,071 thousand which accounted for 4.53% of the consolidated operating revenue. In the future R&D field, in addition to making effort in the advancement of core technologies and expanding the scale of the R&D team, the Company also will actively grasp the development trends and business opportunities of new products and technologies. The Company continues to invest resources in growth potential or high value-added products for create the Company’s new situation and future growth momentum.

Chairman: Li, Guang-Hao Manager: Li, Guang-Hao Accounting Supervisor: Zheng, Yi-Shan

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Attachment 2

AHOKU ELECTRONIC COMPANY Supervisors’ Review Report

2020 Financial Statements of AHOKU ELECTRONIC COMPANY are prepared by the Board of Directors and audited by Certified Public Accountant Xie, Jian-Xin and Certified Public Accountant Chen, Zhao-Mei of Deloitte & Touche. These Financial Statements, along with 2020 Business Report and the Proposal for Distribution of 2020 Earnings, have been reviewed by supervisors ourselves and these reports and statements are indeed compliance with the related laws and regulations. According to Article 219 of the “Company Act”, we supervisors submit this review report for your consideration.

Submit to

2021 Annual General Shareholders’ Meeting, AHOKU ELECTRONIC COMPANY

Supervisors: Chen, Hui-Fen

Han, Dong-Lian Li, Shu-Ying Huang, Zhang-Qing

March 22, 2021

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Attachment 3

AHOKU ELECTRONIC COMPANY

The second “Plan of Share Buyback and Transferring to Employees”

Article 1 Purpose

For the purpose of encouraging our employees and to build cohesion among the employees, the Company hereby, pursuant to Article 28-2, Paragraph 1, Subparagraph 1 of the “Securities and Exchange Act” and the “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies” issued by Financial Supervisory Commission R.O.C., establishes the “Plan of share Repurchase and Transferring to the Employees” (the “Plan”), Except otherwise provided in relevant laws or regulations, all share repurchase and transferring to the employees of the Company shall be implemented in compliance with the Plan.

Article 2 Type of transfer of shares, content of rights and restrictions on rights

The shares to be transferred to the employees are ordinary shares. Except as otherwise provided in relevant laws or regulations or in this Plan, the rights and obligations embedded thereon are the same with other ordinary shares of the Company.

Article 3 Transfer period

The repurchased shares can be transferred to employees in one time or several times, such subscription day(s) shall be set within five years from the date of share-repurchase.

Article 4 Transferee’s eligibility

Full-time employees who have served in the Company or any of the domestic and overseas subsidiaries with direct or indirect holding of shares over 50% by the Company on the subscription day may be eligible for subscription according to the subscription amount set in the Article 5 of this Plan. The eligibility will be cancelled if the employees’ last day of employment is between the subscription date and the expiration of the time limit set forth for payment on such shares.

Article 5 Numbers of shares to be subscribed by employees

The chairman shall decide the number of shares to be subscribed by considering certain factors, such as the employees’ level, seniority or special contribution to the Company, together with the number of treasury shares held by the Company as of the

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record date of subscription and the maximum number of shares that can be subscribed by an individual employee, etc.

Failure to subscribe and make the payment for the shares before the due date shall be deemed as giving up the right to subscribe. The chairman is authorized to have other employees to subscribe the remaining shares that are not fully subscribed.

Article 6 Transfer procedure

The transfer procedure of this share repurchase program is described as follows:

(1) In accordance with the resolution of the board of directors, announce, declare and buy back the shares of the Company within the execution period.
(2) Board of directors authorizes the chairman to set and announce the number of shares transferred in several stages employees’ subscription date, the standards for numbers of shares to which employees may subscribe, the period for payment or subscriptions, rights, and limitations, etc.
(3) To calculate the actual share subscription with payment received, and transfer the shares accordingly.

Article 7 The transfer price of the shares

The transfer price of the repurchase shares shall be the average price of the actual repurchase, and the transfer price is calculated by the round-up method to decimal places in the New Taiwan Dollar. If the number of the Company’s issued and outstanding ordinary shares increases or decreases prior to the transfer, the transfer price shall be adjusted proportionately.

Adjusted Exercise price = (the average price of the actual repurchase × number of issued and outstanding ordinary shares as of the time of reporting repurchase shares) / (number of total issued and outstanding shares before transferring the repurchase shares to the employees)

Article 8 Rights and obligations of shares after transfer

After the repurchased shares are being transferred and registered under employees’ names, unless otherwise specified, the rights and obligations associated with the shares are the same as the original associated with the common shares.

Article 9 Other related rights and obligations of the Company and employee

(1) The taxes and fees incurred in the transfer of shares in accordance with the Plan shall be handled in accordance with the laws and regulations at the time of the transfer and relevant operations of the Company.
(2) The Company may reserve the right to adjust or stop the implementation
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according to the overall profitability of the operation, and the employees subject to the obligation to maintain confidentiality.

Article 10

This Plan shall take affect after being affirmatively resolved by the board of directors and may be amended by a resolution of the board of directors.

Article 11

The enactment and any amendment of this Plan shall be reported to the shareholders meeting.

Article 12

This Plan was enacted on March 18, 2021.

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Attachment 4

Independent Auditors’ Report

(This is a summary translation of the Independent Auditors’ Report. Please refer to the Chinese version for full details.)

The Board of Directors and Shareholders

AHOKU ELECTRONIC COMPANY

Opinion

We have audited the accompanying consolidated financial statements of AHOKU ELECTRONIC COMPANY and its subsidiaries (the “Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, 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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and 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 Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit

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evidence we have obtained is sufficient and appropriate to provide a basis for 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 for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the consolidated financial statements for the year ended December 31, 2020 and stated as follows:

Authenticity of sales revenue from major customers
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AHOKU ELECTRONIC COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss (Notes 4 and 7) Financial assets at fair value through other comprehensive income (Notes 4, 8 and 10) Financial assets at amortized cost (Notes 4 and 9) Notes receivable (Note 11) Accounts receivable (Note 11) Other receivables (Note 11) Other receivables - related parties (Note 32) Current tax assets (Notes 4 and 27) Inventories (Notes 4 and 12) Prepayments Other current assets Total current assets NON-CURRENT ASSETS Property, plant and equipment (Notes 4 and 14) Right-of-use assets (Notes 4 and 15) Investment properties (Notes 4 and 16) Goodwill (Notes 4 and 17) Intangible assets (Notes 4 and 18) Deferred tax assets (Notes 4 and 27) Other non-current assets (Note 19) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term loans (Note 20) Contract liabilities (Note 25) Notes payable (Note 21) Accounts payable (Note 21) Lease liabilities (Notes 4 and 15) Other payables (Note 22) Other payables – related parties (Note 32) Current tax liabilities (Notes 4 and 27) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4 and 27) Lease liabilities (Notes 4 and 15) Net defined benefit liabilities (Notes 4 and 23) Guarantee deposits received (Note 29) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT Capital stock – common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Equity attributable to shareholders of the parent NON-CONTROLLING INTERESTS (Note 13) Total equity TOTAL		December 31,	2020 ％ 27 6 16 16 - 8 - - - 10 1 - 84 15 1 - - - - - 16 100 1 - - 3 - 3 2 - - 9 17 - 1 - 18 27 54 1 10 3 3 16 ( 5) 66 7 73 100		December 31,	2019	2019
		Amount $ 508,439 111,292 309,894 303,471 485 147,264 9,398 115 2,366 181,685 14,339 516 1,589,264 275,511 16,981 3,253 - 4,985 3,875 4,142 308,747 $ 1,898,011 $ 24,564 2,199 836 63,010 728 55,719 33,484 484 2,713 183,737 315,247 - 21,746 260 337,253 520,990 1,020,000 14,762 192,548 49,707 57,240 299,495 90,146) 1,244,111 132,910 1,377,021 $ 1,898,011			Amount $ 232,358 145,524 425,584 394,272 1,473 172,021 12,742 113 1,101 191,220 18,597 3,685 1,598,690 288,788 18,759 3,339 3,550 6,082 5,701 2,664 328,883 $ 1,927,573 $ 24,564 4,742 1,633 83,247 1,414 58,501 9,569 3,038 2,690 189,398 301,052 728 23,240 260 325,280 514,678 1,020,000 14,762 186,117 40,658 64,308 291,083 49,707) 1,276,138 136,757 1,412,895 $ 1,927,573		％
	(		(	(		(	12 8 22 20 - 9 1 - - 10 1 - 83 15 1 - - 1 - - 17 100 1 - - 5 - 3 1 - - 10 16 - 1 - 17 27 53 1 10 2 3 15 3) 66 7 73 100

The accompanying notes are an integral part of the consolidated financial statements.

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AHOKU ELECTRONIC COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars, except Earnings Per Share)

OPERATING REVENUE (Notes 4, 25 and 32) Sales revenue Service revenue Less: Sales returns and allowances Total operating revenue OPERATING COSTS (Notes 12 and 26) GROSS PROFIT OPERATING EXPENSES (Notes 9, 26 and 32) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (gain) Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Interest income Rental income Dividend income Other Income (Note 26) Valuation gain on financial assets at fair value through profit or loss Net gain on disposal of financial assets (Note 26)		2020		％ 101 - 1) 100 75 25 12 8 4 - 24 1 3 - - - 3 1		2019
		Amount $ 823,591 208 5,082) 818,717 615,100 203,617 96,560 65,314 37,071 2,179) 196,766 6,851 26,254 1,316 1,149 1,258 27,566 8,395				Amount $ 679,445 11,600 6,829) 684,216 483,549 200,667 65,510 77,756 36,341 2,366 181,973 18,694 31,224 1,471 835 13,139 11,084 1,078		％
	( (		(		(		(	99 2 1) 100 71 29 10 11 5 - 26 3 4 - - 2 2 -

(Continued)

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AHOKU ELECTRONIC COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars, except Earnings Per Share)

Impairment loss (Note 17) Net gain (loss) on foreign currency exchange (Note 26) Other losses Interest Expenses Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 27) NET PROFIT (Note 26) OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized loss on investments in equity instruments at fair value through other comprehensive income Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Unrealized loss on investments in debt instruments at fair value through other comprehensive income Total other comprehensive income (loss) TOTAL COMPREHENSIVE INCOME (LOSS) (Continued)	2020
	Amount ( $ 3,550 ) 1,034 ( 3,130 ) ( 382) 59,910 66,761 15,730 51,031 653 167 ( 43,912 ) 4,127 ( 38,965) $ 12,066

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AHOKU ELECTRONIC COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars, except Earnings Per Share)

	2020			2019
	Amount $ 57,796 6,765) $ 51,031 $ 15,913 3,847 ) ( $ 12,066 $ 0.57 $ 0.56			Amount $ 65,440 4,238) $ 61,202 $ 55,259 7,546) $ 47,713 $ 0.64 $ 0.64			％
( (		(	( (		(	(	10 1) 9 8 1) 7

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

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AHOKU ELECTRONIC COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the years ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars, except Dividends Per Share)

Equity attributable to shareholders of the parent

Retained Earnings (Note	Retained Earnings (Note	24) Unappropriated earnings (accumulated deficits) ($ 31,357) 27,033 4,324 31,357 65,440 ( 1,753) 63,687 621 64,308 ( 6,431 ) ( 9,049 ) ( 47,940) ( 63,420) 57,796 296 58,092 ( 1,740) $ 57,240	Other equity (Note 24) Unrealized gains from financial assets measured at fair value through other comprehensive income Exchange differences on translating foreign operations ($ 12,503) ($ 28,155) - - - - - - - - ( 43,104) 34,676 ( 43,104) 34,676 - ( 621) ( 55,607) 5,900 - - - - - - - - - - ( 46,473) 4,294 ( 46,473) 4,294 - 1,740 ($ 102,080) $ 11,934	Other equity (Note 24) Unrealized gains from financial assets measured at fair value through other comprehensive income Exchange differences on translating foreign operations ($ 12,503) ($ 28,155) - - - - - - - - ( 43,104) 34,676 ( 43,104) 34,676 - ( 621) ( 55,607) 5,900 - - - - - - - - - - ( 46,473) 4,294 ( 46,473) 4,294 - 1,740 ($ 102,080) $ 11,934		Non-controlling interests (Note 13) $ 144,303 - - - ( 4,238 ) ( 3,308) ( 7,546) - 136,757 - - - - ( 6,765 ) 2,918 ( 3,847) - $ 132,910		Total equity
			Exchange differences on translating foreign operations ($ 12,503) - - - - ( 43,104) ( 43,104) - ( 55,607) - - - - - ( 46,473) ( 46,473) - ($ 102,080)
Legal reserve $ 213,150 ( 27,033 ) - ( 27,033) - - - - 186,117 6,431 - - 6,431 - - - - $ 192,548	Special reserve $ 44,982 - ( 4,324) ( 4,324) - - - - 40,658 - 9,049 - 9,049 - - - - $ 49,707
( (	( (	( ( ( ( ( ( (	( ( ( ( ( ( (	( (	( ( ( (	( ( ( ( (	( ( ( (	$ 1,365,182 - - - 61,202 13,489) 47,713 - 1,412,895 - - 47,940) 47,940) 51,031 38,965) 12,066 - $ 1,377,021

The accompanying notes are an integral part of the consolidated financial statements.

21 -

AHOKU ELECTRONIC COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments to reconcile profit (loss) Depreciation expenses Amortization expenses Expected credit loss (gain) recognized on trade receivables Net gain on fair value changes of financial assets at fair value through profit or loss Interest expenses Interest income Dividend income Unrealized loss on foreign currency exchange Net gain on disposal of financial assets Impairment loss Changes in operating assets and liabilities Notes receivable Accounts receivable Other receivables Other receivables – related parties Inventories Prepayments Other current assets Contract liabilities Notes payable Accounts payable Other payables Other payables – related parties Other current liabilities Net defined benefit liabilities Cash generated from operations Income tax paid Net cash generated from operating activities	2020 $ 66,761 24,891 2,191 ( 2,179 ) ( 27,566 ) 382 ( 26,254 ) ( 1,149 ) 188 ( 8,395 ) 3,550 992 25,530 935 ( 2 ) 6,696 4,258 3,169 ( 2,543 ) ( 797 ) ( 19,939 ) ( 2,501 ) 23,992 23 ( 1,198) 71,035 ( 3,538) 67,497	2019
		$ 75,891 28,381 2,079 2,366 ( 11,084 ) 411 ( 31,224 ) ( 835 ) 1,290 ( 1,078 ) - 2,613 ( 11,593 ) ( 2,368 ) 4 ( 52,499 ) ( 5,449 ) ( 1,209 ) ( 6,817 ) ( 757 ) 30,312 6,990 5,906 ( 160 ) ( 461) 30,709 ( 1,399) 29,310

(Continued)

22 -

AHOKU ELECTRONIC COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets measured at fair value through other comprehensive income Disposals of financial assets measured at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Disposal of financial assets at fair value through profit or loss Acquisition of financial assets at amortized cost Disposal of financial assets at amortized cost Acquisition of property, plant and equipment (Note 29) Acquisition of intangible assets Decrease in refundable deposits Interest received Dividends received Net cash generated from (Used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayment of the principal portion of lease liabilities Cash dividends Interest paid Net cash used in Financing Activities EFFECTS OF EXCHANGE RATE CHANGES NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2020 ( $ 50,997 ) 160,848 ( 45,761 ) 105,955 - 74,655 ( 9,003 ) ( 1,081 ) 48 28,263 1,149 264,076 ( 1,414 ) ( 47,940 ) ( 382) ( 49,736) ( 5,756) 276,081 232,358 $ 508,439	2019
		( $ 233,545 ) 89,083 ( 57,836 ) 56,945 ( 38,108 ) - ( 13,514 ) ( 727 ) - 29,804 835 (167,063) ( 1,394 ) - ( 397) ( 1,791) ( 6,832) ( 146,376 ) 378,734 $ 232,358

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

23 -

Independent Auditors’ Report

(Parent Company Only Financial Statements)

(This is a summary translation of the Independent Auditors’ Report. Please refer to the Chinese version for full details.)

The Board of Directors and Shareholders AHOKU ELECTRONIC COMPANY

Opinion

We have audited the accompanying parent company only financial statements of AHOKU ELECTRONIC COMPANY (the “Company”), which comprise the parent company only balance sheets as of December 31, 2020 and 2019, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2020 and 2019, and its parent company only financial performance and its parent company only 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 audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and 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 Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

24 -

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Company’s parent company only financial statements for the year ended December 31, 2020 are stated as follows:

Authenticity of sales revenue from major customers
25 -

AHOKU ELECTRONIC COMPANY

PARENT COMPANY ONLY BALANCE SHEETS

December 31, 2020 and 2019

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash (Notes 4 and 6) Financial assets at fair value through profit or loss (Notes 4 and 7) Financial assets at fair value through other comprehensive income (Notes 4 and 8) Financial assets at amortized cost (Notes 4 and 9) Accounts receivable (Notes 10 and 20) Accounts receivable - related parties (Note 26) Other receivables (Note 10) Other receivables - related parties (Note 26) Current tax assets (Notes 4 and 22) Inventories (Notes 4 and 11) Prepayments Total current assets NON-CURRENT ASSETS Investments accounted for using equity method (Notes 4 and 12) Property, plant and equipment (Notes 4 and 13) Investment properties (Notes 4 and 14) Intangible assets (Notes 4 and 15) Deferred tax assets (Notes 4 and 22) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Contract liabilities (Note 20) Notes payable (Note 16) Accounts payable (Note 16) Accounts payable – related parties (Note 26) Other payables (Note 17) Other payables – related parties (Note 26) Current tax liabilities (Notes 4 and 22) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4 and 22) Net defined benefit liabilities (Notes 4 and 18) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY Capital stock – common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		December 31,2020 Amount ％ $ 137,719 7 59,013 3 - - 44,292 2 46,870 3 92 - 820 - 8 - 2,343 - 760 - 2,906 - 294,823 15 1,563,537 80 91,462 5 3,253 - 463 - 3,875 - 1,662,590 85 $ 1,957,413 100 $ 1,688 - 235 - 634 - 326,403 17 30,141 1 32,097 2 - - 2,583 - 393,781 20 297,849 15 21,417 1 255 - 319,521 16 713,302 36 1,020,000 52 14,762 1 192,548 10 49,707 2 57,240 3 299,495 15 90,146) ( 4) 1,244,111 64 $ 1,957,413 100	December 31,2020 Amount ％ $ 137,719 7 59,013 3 - - 44,292 2 46,870 3 92 - 820 - 8 - 2,343 - 760 - 2,906 - 294,823 15 1,563,537 80 91,462 5 3,253 - 463 - 3,875 - 1,662,590 85 $ 1,957,413 100 $ 1,688 - 235 - 634 - 326,403 17 30,141 1 32,097 2 - - 2,583 - 393,781 20 297,849 15 21,417 1 255 - 319,521 16 713,302 36 1,020,000 52 14,762 1 192,548 10 49,707 2 57,240 3 299,495 15 90,146) ( 4) 1,244,111 64 $ 1,957,413 100		December 31,2019	December 31,2019	December 31,2019
		Amount $ 137,719 59,013 - 44,292 46,870 92 820 8 2,343 760 2,906 294,823 1,563,537 91,462 3,253 463 3,875 1,662,590 $ 1,957,413 $ 1,688 235 634 326,403 30,141 32,097 - 2,583 393,781 297,849 21,417 255 319,521 713,302 1,020,000 14,762 192,548 49,707 57,240 299,495 90,146) 1,244,111 $ 1,957,413			Amount $ 68,249 38,684 562 30,705 69,184 354 862 21 1,101 327 3,161 213,210 1,542,187 92,055 3,339 176 3,215 1,640,972 $ 1,854,182 $ 4,027 363 494 223,434 30,348 8,441 2,995 2,496 272,598 283,146 22,045 255 305,446 578,044 1,020,000 14,762 186,117 40,658 64,308 291,083 49,707) 1,276,138 $ 1,854,182		％
	(		(	(		(	4 2 - 2 4 - - - - - - 12 83 5 - - - 88 100 - - - 12 2 1 - - 15 15 1 - 16 31 55 1 10 2 4 16 3) 69 100

The accompanying notes are an integral part of the parent company only financial statements.

26 -

AHOKU ELECTRONIC COMPANY

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars, except Earnings Per Share)

OPERATING REVENUE (Notes 4, 20 and 26) Sales revenue Service revenue Less: Sales returns and allowances Total operating revenue OPERATING COSTS (Notes 11 and 26) GROSS PROFIT OPERATING EXPENSES (Notes 21 and 26) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit gain Total operating expenses OPERATING INCOME (LOSS) NON-OPERATING INCOME AND EXPENSES Share of profit (loss) of subsidiaries and associates accounted for using equity method (Note 4) Interest income Rental income Dividend income Other income (Notes 21 and 26) Valuation gain on financial assets at fair value through profit or loss Net gain on disposal of financial assets (Note 21)		2020	％ 101 - ( 1) 100 82 18 13 5 3 - 21 ( 3) 12 - - - - 2 -		2019
		Amount $ 576,244 188 4,275) 572,157 468,905 103,252 73,129 27,706 16,299 384) 116,750 13,498) 66,704 701 973 1,149 895 10,519 182			Amount $ 422,918 11,600 348) 434,170 334,840 99,330 39,281 28,026 14,334 46) 81,595 17,735 48,883 1,546 974 835 9,543 256 974	％
	( ( (			( (		97 3 - 100 77 23 9 7 3 - 19 4 11 1 - - 2 - -

(Continued)

27 -

AHOKU ELECTRONIC COMPANY

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2020 and 2019

(In Thousands of New Taiwan Dollars, except Earnings Per Share)

Net gain on foreign currency exchange (Note 21) Impairment loss (Note 12) Other losses Interest Expenses Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 22) NET PROFIT OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized loss on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive loss of subsidiaries and associates accounted for using equity method Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations	2020	％ 2 ( 1 ) - - 15 12 2 10 - - - ( 8 )	2019
	Amount $ 7,914 ( 3,550 ) ( 645 ) ( 2) 84,840 71,342 13,546 57,796 ( 62 ) 167 358 ( 49,040 )		Amount $ 1,462 - ( 557 ) ( 3) 63,913 81,648 16,208 65,440 ( 1,712 ) 369 ( 41 ) ( 39,828 )	％
				1 - - - 15 19 4 15 - - - ( 9 )

(Continued)

28 -

AHOKU ELECTRONIC COMPANY

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2020 and 2019

(In Thousands of New Taiwan Dollars, except Earnings Per Share)

Share of the other comprehensive loss of subsidiaries and associates accounted for using equity method Total other comprehensive income (loss) TOTAL COMPREHENSIVE INCOME (LOSS) EARNINGS PER SHARE (Note 23) Basic Diluted		2020	％ 1 ( 7) 3		2019
		Amount $ 6,694 41,883) $ 15,913 $ 0.57 $ 0.56			Amount $ 31,031 10,181) $ 55,259 $ 0.64 $ 0.64	％
	(			(		7 ( 2) 13

The accompanying notes are an integral part of the parent company only financial statements. (Concluded)

29 -

AHOKU ELECTRONIC COMPANY

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

For the years ended December 31, 2020 and 2019

(In Thousands of New Taiwan Dollars, except Dividends Per Share)

Retained Earnings (Note 19) Unappropriated Earnings (accumulated deficits) Legal Reserve Special Reserve $ 213,150 $ 44,982 ($ 31,357) ( 27,033 ) - 27,033 - ( 4,324) 4,324 ( 27,033) ( 4,324) 31,357 - - 65,440 - - ( 1,753) - - 63,687 - - 621 186,117 40,658 64,308 6,431 - ( 6,431 ) - 9,049 ( 9,049 ) - - ( 47,940) 6,431 9,049 ( 63,420) - - 57,796 - - 296 - - 58,092 - - ( 1,740) $ 192,548 $ 49,707 $ 57,240	Retained Earnings (Note 19) Unappropriated Earnings (accumulated deficits) Legal Reserve Special Reserve $ 213,150 $ 44,982 ($ 31,357) ( 27,033 ) - 27,033 - ( 4,324) 4,324 ( 27,033) ( 4,324) 31,357 - - 65,440 - - ( 1,753) - - 63,687 - - 621 186,117 40,658 64,308 6,431 - ( 6,431 ) - 9,049 ( 9,049 ) - - ( 47,940) 6,431 9,049 ( 63,420) - - 57,796 - - 296 - - 58,092 - - ( 1,740) $ 192,548 $ 49,707 $ 57,240	Retained Earnings (Note 19) Unappropriated Earnings (accumulated deficits) Legal Reserve Special Reserve $ 213,150 $ 44,982 ($ 31,357) ( 27,033 ) - 27,033 - ( 4,324) 4,324 ( 27,033) ( 4,324) 31,357 - - 65,440 - - ( 1,753) - - 63,687 - - 621 186,117 40,658 64,308 6,431 - ( 6,431 ) - 9,049 ( 9,049 ) - - ( 47,940) 6,431 9,049 ( 63,420) - - 57,796 - - 296 - - 58,092 - - ( 1,740) $ 192,548 $ 49,707 $ 57,240	Other Equity (Note 19) Exchange differences on translating foreign operations Exchange differences on translating foreign operations ($ 12,503) ($ 28,155) - - - - - - - - ( 43,104) 34,676 ( 43,104) 34,676 - ( 621) ( 55,607) 5,900 - - - - - - - - - - ( 46,473) 4,294 ( 46,473) 4,294 - 1,740 ($ 102,080) $ 11,934	Other Equity (Note 19) Exchange differences on translating foreign operations Exchange differences on translating foreign operations ($ 12,503) ($ 28,155) - - - - - - - - ( 43,104) 34,676 ( 43,104) 34,676 - ( 621) ( 55,607) 5,900 - - - - - - - - - - ( 46,473) 4,294 ( 46,473) 4,294 - 1,740 ($ 102,080) $ 11,934		Total Equity
			Exchange differences on translating foreign operations ($ 12,503) - - - - ( 43,104) ( 43,104) - ( 55,607) - - - - - ( 46,473) ( 46,473) - ($ 102,080)
Legal Reserve $ 213,150 ( 27,033 ) - ( 27,033) - - - - 186,117 6,431 - - 6,431 - - - - $ 192,548	Special Reserve $ 44,982 - ( 4,324) ( 4,324) - - - - 40,658 - 9,049 - 9,049 - - - - $ 49,707
( (	( (	( ( ( ( ( ( (	( ( ( ( ( ( (	( (	( ( ( (	$ 1,220,879 - - - 65,440 10,181) 55,259 - 1,276,138 - - 47,940) 47,940) 57,796 41,883) 15,913 - $ 1,244,111

The accompanying notes are an integral part of the parent company only financial statements.

30 -

AHOKU ELECTRONIC COMPANY

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

For the years ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments to reconcile profit (loss) Depreciation expenses Amortization expenses Expected credit gain recognized on trade receivables Net gain on fair value changes of financial assets at fair value through profit or loss Interest Income Dividend Income Net gain on disposal of financial assets Share of profit of subsidiaries and associates accounted for using equity method Impairment loss Unrealized gain on foreign currency exchange Changes in operating assets and liabilities Notes receivable Accounts receivable Accounts receivable – related parties Other receivables Other receivables – related parties Inventories Prepayments Contract liabilities Notes payable Accounts payable Accounts payable – related parties Other payables Other payables – related parties Other current liabilities Net defined benefit liabilities Cash generated from (used in) operations Income tax paid Net cash generated from (used in) operating activities	2020 $ 71,342 1,250 108 ( 384 ) ( 10,519 ) ( 701 ) ( 1,149 ) ( 182 ) ( 66,704 ) 3,550 ( 9,506 ) - 22,639 261 ( 340 ) 13 ( 433 ) 164 ( 2,339 ) ( 128 ) 138 111,550 ( 200 ) 24,750 ( 97 ) ( 690) 142,393 ( 3,740) 138,653	2019
		$ 81,648 1,203 25 ( 46 ) ( 256 ) ( 1,546 ) ( 835 ) ( 974 ) ( 48,883 ) - ( 5,501 ) 275 ( 6,767 ) 520 170 2,882 243 ( 337 ) ( 6,947 ) ( 666 ) ( 284 ) ( 127,420 ) 7,174 5,935 ( 252 ) ( 353) ( 100,992 ) ( 888) ( 101,880)

(Continued)

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AHOKU ELECTRONIC COMPANY

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

For the years ended December 31, 2020 and 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets measured at fair value through other comprehensive income Disposals of financial assets measured at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Disposal of financial assets at fair value through profit or loss Acquisition of financial assets at amortized cost Acquisition of property, plant and equipment Decrease in refundable deposits Acquisition of intangible assets Interest received Dividends received Net cash generated from investing activities NET CASH USED IN FINANCING ACTIVITIES Cash dividends NET INCREASE (DECREASE) IN CASH CASH AT THE BEGINNING OF THE YEAR CASH AT THE END OF THE YEAR	2020 $ - 729 ( 45,761 ) 36,133 ( 13,587 ) ( 571 ) - ( 395 ) 1,060 1,149 ( 21,243) ( 47,940) 69,470 68,249 $ 137,719	2019
		( $ 47,289 ) 48,523 ( 57,836 ) 56,946 ( 30,215 ) ( 254 ) 10 ( 194 ) 922 835 ( 28,552) - ( 130,432 ) 198,681 $ 68,249

The accompanying notes are an integral part of the parent company only financial statements. (Concluded)

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Attachment 5

AHOKU ELECTRONIC COMPANY

2020 Earnings Distribution Table

2020 Earnings Distribution	Table	Table
	Unit: NT$
Item	Amount
Unappropriated retained earnings of previous years Net profit in 2020 Plus: Remeasurement of defined benefit plan Less: disposal of equity investments at fair value through other comprehensive income Total amount of after-tax net profit for the period and other items adjusted to the current year’s undistributed earnings other than after-tax net profit for the period Less: 10% legal reserve Less: special reserve Earnings available for distribution for this year Distribution item: Cash dividends to shareholders (NT$ 0.1 per share) Unappropriated retained earnings at the end of the year	57,796,152 295,129 (1,739,600)	887,998 56,351,681 (5,635,168) (40,438,242)

		11,166,269 (10,200,000)
		966,269

Note: Net profit in 2020 is prioritized for earnings distribution this year.

Chairman: Li, Guang-Hao Manager: Li, Guang-Hao Accounting Supervisor: Zheng, Yi-Shan

33 -

Attachment 6

AHOKU ELECTRONIC COMPANY

Comparison Table for Amendment to the “Articles of Incorporation”

Article No.	Original Article	Original Article	Amended Article	Amended Article	Explanatory Notes
Article 1	The Company is organized as a stock limited company in accordance with the Company Act of the Republic of China (the “Company Act”) and is named`歐` `格電子`~~`工業股`~~`份有限公司`in Chinese. The English name is AHOKU ELECTRONIC COMPANY.		The Company is organized as a stock limited company in accordance with the Company Act of the Republic of China (the “Company Act”) and is named`歐` `格電子股份有限公司`in Chinese. The English name is AHOKU ELECTRONIC COMPANY.		To comply with the Company’s operational development needs, the Company’s Chinese name is proposed to change.
Chapter 4	Directors and	~~Supervisors~~	Directors and	Audit Committee	To comply with the establishment of the audit committee.
Article 16	The Company shall have seven to eleven (7~11) directors~~and two to~~ ~~four (2~4) supervisors to~~be elected by adopting the candidate nomination system. They shall be elected by the shareholders meeting from among the slate of director ~~and supervisor ~~candidates. The term of their office shall be three (3) years and they are eligible for re-election. The Company shall have, among the aforementioned directors, at least~~two (2)~~independent directors, and the number of independent directors shall be no less than one-fifth of the total number of directors. The professional qualification, shareholding, restriction on the concurrent posts, the means of nomination and election of independent directors and other matters to be complied with, shall all be in accordance with the relevant rules of the competent authority of securities. ~~The Company shall set up the~~ ~~audit committee to replace~~ ~~supervisors in accordance with~~ ~~Article 14-4 of Securities and~~ ~~Exchange Act from 2021~~		The Company shall have seven to eleven (7~11) directors. Directors shall be elected by adopting the candidate nomination systemas specified in Article 192-1 of the Company Act.They shall be elected by the shareholders meeting from among the slate of director candidates. The term of their office shall be three (3) years and they are eligible for re-election. The Company shall have, among the aforementioned directors, at leastthree (3) independent directors, and the number of independent directors shall be no less than one-fifth of the total number of directors. The professional qualification, shareholding, restriction on the concurrent posts, the means of nomination and election of independent directors and other matters to be complied with, shall all be in accordance with the relevant rules of the competent authority of securities.		To comply with the establishment of the audit committee and the Company’s actual operational needs.

34 -

Article No.	Original Article	Amended Article	Explanatory Notes
	~~shareholders meeting. The audit~~ ~~committee shall be composed of~~ ~~all independent directors. The~~ ~~power execution and relevant~~ ~~matters of the audit committee~~ ~~shall be handled in accordance~~ ~~with relevant laws and~~ ~~regulations. Provisions regarding~~ ~~supervisors in the Company’s~~ ~~Articles of Incorporation shall be~~ ~~no longer in force from the date~~ ~~of the establishment of the audit~~ ~~committee.~~
Article 17	The board of directors shall consist of the directors of the Company. The chairman of the board of directors shall be elected by and among the directors by a majority of directors present at a meeting attended by more than two-thirds of directors. The chairman of the board of directors shall externally represent the Company. The reasons for convening a board of directors’ meeting shall be notified to each director~~and~~ ~~supervisor ~~at least seven days in advance. If the board of directors’ meeting needs to be convened due to emergency, it may be convened at any time. In order to convene the board of directors’ meeting, notice may be made by written notice, fax or E-mail.	The board of directors shall consist of the directors of the Company. The chairman of the board of directors shall be elected by and among the directors by a majority of directors present at a meeting attended by more than two-thirds of directors. The chairman of the board of directors shall externally represent the Company. The reasons for convening a board of directors’ meeting shall be notified to each director at least seven days in advance. If the board of directors’ meeting needs to be convened due to emergency, it may be convened at any time. In order to convene the board of directors’ meeting, notice may be made by written notice, fax or E-mail.	To comply with the establishment of the audit committee and amend the wording.
Article 20	In case no election of new directors ~~and supervisors ~~is effected after expiration of the term of office of existing directors~~and supervisors,~~ the term of office of out-going directors~~and supervisors~~shall be extended until the time new directors~~and supervisors~~have been elected and assumed their office.	In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office.	To comply with the establishment of the audit committee.
Article 21	~~The supervisors shall perform~~ ~~their duties of supervision in~~ ~~accordance with laws and~~ ~~regulations, and may attend the~~ ~~board of directors’ meeting, but~~ ~~may not have voting rights.~~	The Company shall set up the audit committee in accordance with Article 14-4 of the Securities and Exchange Act. The audit committee shall be composed of all independent directors. The audit committee and members of the committee shall be responsible for performing duties	To comply with the establishment of the audit committee.

35 -

Article No.	Original Article	Amended Article	Explanatory Notes
		as prescribed for supervisors’ by the Company Act, Securities and Exchange Act and other relevant regulations.
Article 22	No matter the Company’s profits or losses, the Company shall pay remuneration for the directors~~and~~ ~~supervisors ~~conducting the business of the Company. The remuneration to the directors~~and~~ ~~supervisors ~~shall be determined by the board of directors in consideration of the directors’~~and~~ ~~supervisors’~~participation in and devotion to the operation of the Company as well as reference to the common practical standards. The Company may purchase liability insurance policies for directors~~and supervisors~~during the tenure of their offices and within the scope of damages results from the performances of their official duties.	No matter the Company’s profits or losses, the Company shall pay remuneration for the directors conducting the business of the Company. The remuneration to the directors shall be determined by the board of directors in consideration of the directors’ participation in and devotion to the operation of the Company as well as reference to the common practical standards. The Company may purchase liability insurance policies for directors during the tenure of their offices and within the scope of damages results from the performances of their official duties.	To comply with the establishment of the audit committee.
Article 24	The fiscal year of the Company is annually from 1 January until 31 December. Upon closing of each fiscal year, the board of directors shall prepare the following statements and reports and shall submit the same to~~the supervisors~~ ~~for inspection no later than thirty~~ ~~(30) days prior to the meeting~~ ~~date of~~the general shareholders’ meeting for ratification: 1. The business report. 2. The financial statements. 3. The proposal for distribution of earnings ordeficit compensation.	The fiscal year of the Company is annually from 1 January until 31 December. Upon closing of each fiscal year, the board of directors shall prepare the following statements and reports and shall submit the same to the general shareholders’ meeting for ratificationin accordance with the legally mandated procedures: 1. The business report. 2. The financial statements. 3. The proposal for distribution of earnings or deficit compensation.	To comply with the establishment of the audit committee and amend the wording.
Article 25	If the Company has profit at the end of each fiscal year, the Company shall allocate 4% to 8% of profit as employees’ compensation. The board of directors can determine to issue stock or distribute cash to employees, including employees of the Company’s controlled companies or subsidiaries who meet certain qualifications. The conditions of “certain qualifications” are authorized by the board of directors to be determined.TheCompanymay	If the Company has profit at the end of each fiscal year, the Company shall allocate 4% to 8% of profit as employees’ compensation. The board of directors can determine to issue stock or distribute cash to employees, including employees of the Company’s controlled companies or subsidiaries who meet certain qualifications. The conditions of “certain qualifications” are authorized by the board of directors to be determined.TheCompanymay	To comply with the establishment of the audit committee.

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Article No.		Original Article	Amended Article	Explanatory Notes
		allocate no more than 5% of profit as directors’~~and supervisors’~~ remuneration. Employees’ compensation and directors’~~and~~ ~~supervisors’~~ remuneration shall be reported to the shareholders’ meeting. When the Company has retained losses, profit shall be retained to offset previous years’ losses before distribution of profit as indicated above shall apply. If the Company has earnings at the end of the fiscal year, the Company shall first allocate the earnings to pay taxes and cover accumulated losses, and then 10% of the remaining net earnings shall be allocated as the Company’s legal reserve unless and until the accumulated legal reserve reaches the paid in capital. Certain amount shall be further allocated as special reserve or the special reserve shall be reversed in accordance with applicable laws and regulations or as requested by the competent authority. The balance (if any) together with accumulated unappropriated retained earnings can be distributed after the distribution plan proposed by the board of directors. If the allocation is made through the issuance of new shares, the distribution plan shall be submitted for shareholders’ meeting approval for the distribution. If the allocation is paid in cash, the board of directors shall be authorized to resolve such distribution upon the approval of the majority of the directors present at a board meeting attended by two-thirds or more of directors, and report to the shareholders’ meeting according to the requirements under paragraph 5, Article 240 of the Company Act. The Company’s dividend policy is to take into consideration the Company’s industrial environment and growth phases, future demands of funds,long-term financial	allocate no more than 5% of profit as directors’ remuneration. Employees’ compensation and directors’ remuneration shall be reported to the shareholders’ meeting. When the Company has retained losses, profit shall be retained to offset previous years’ losses before distribution of profit as indicated above shall apply. If the Company has earnings at the end of the fiscal year, the Company shall first allocate the earnings to pay taxes and cover accumulated losses, and then 10% of the remaining net earnings shall be allocated as the Company’s legal reserve unless and until the accumulated legal reserve reaches the paid in capital. Certain amount shall be further allocated as special reserve or the special reserve shall be reversed in accordance with applicable laws and regulations or as requested by the competent authority. The balance (if any) together with accumulated unappropriated retained earnings can be distributed after the distribution plan proposed by the board of directors. If the allocation is made through the issuance of new shares, the distribution plan shall be submitted for shareholders’ meeting approval for the distribution. If the allocation is paid in cash, the board of directors shall be authorized to resolve such distribution upon the approval of the majority of the directors present at a board meeting attended by two-thirds or more of directors, and report to the shareholders’ meeting according to the requirements under paragraph 5, Article 240 of the Company Act. The Company’s dividend policy is to take into consideration the Company’s industrial environment and growth phases, future demands of funds,long-term financial

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Article No.	Original Article	Amended Article	Explanatory Notes
	planning, and the cash flows that the shareholders desire. With respect to distribution of dividends, no less than 30% of the retained earnings available for distribution of the current year shall be distributed to shareholders as dividends, which may be distributed in stock dividend or cash dividend, and the distribution of cash dividend shall not be less than 10% of total dividends. If the retained earnings available for distribution of the current year do not reach 1% of the paid in capital of the Company, the Company may distribute no dividend. The board of directors is authorized to resolve the distribution of cash regarding the entire or partial legal reserve and capital reserve upon the approval of the majority of the directors present at a board meeting attended by two-thirds or more of directors, and report to the shareholders’ meeting according to the requirements under Article 241 ofthe CompanyAct.	planning, and the cash flows that the shareholders desire. With respect to distribution of dividends, no less than 30% of the retained earnings available for distribution of the current year shall be distributed to shareholders as dividends, which may be distributed in stock dividend or cash dividend, and the distribution of cash dividend shall not be less than 10% of total dividends. If the retained earnings available for distribution of the current year do not reach 1% of the paid in capital of the Company, the Company may distribute no dividend. The board of directors is authorized to resolve the distribution of cash regarding the entire or partial legal reserve and capital reserve upon the approval of the majority of the directors present at a board meeting attended by two-thirds or more of directors, and report to the shareholders’ meeting according to the requirements under Article 241 ofthe CompanyAct.
Article 27	These Articles of Incorporation were enacted on July 12, 1983. The first amendment was made on August 12, 1985. The second amendment was made on April 15, 1986. The third amendment was made on June 9, 1994. The fourth amendment was made on November 29, 1997. The fifth amendment was made on November 21, 1998. The sixth amendment was made on May 30, 1999. The seventh amendment was made on December 28, 1999. The eighth amendment was made on June 9, 2000. The ninth amendment was made on May 8, 2001. The tenth amendment was made on May 31, 2002. The eleventh amendment was made on June 3, 2005. The twelfth amendmentwas made	These Articles of Incorporation were enacted on July 12, 1983. The first amendment was made on August 12, 1985. The second amendment was made on April 15, 1986. The third amendment was made on June 9, 1994. The fourth amendment was made on November 29, 1997. The fifth amendment was made on November 21, 1998. The sixth amendment was made on May 30, 1999. The seventh amendment was made on December 28, 1999. The eighth amendment was made on June 9, 2000. The ninth amendment was made on May 8, 2001. The tenth amendment was made on May 31, 2002. The eleventh amendment was made on June 3, 2005. The twelfth amendmentwas made	To add the number and date of this amendment.

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Article No.	Original Article		Amended Article	Explanatory Notes
	on June 14, 2006. The thirteenth amendment was made on June 13, 2008. The fourteenth amendment was made on June 16, 2009. The fifteenth amendment was made on June 18, 2010. The sixteenth amendment was made on June 6, 2012. The seventeenth amendment was made on June 6, 2014. The eighteenth amendment was made on June 24, 2015. The nineteenth amendment was made on June 17, 2016. The twentieth amendment was made on June 10, 2020.		on June 14, 2006. The thirteenth amendment was made on June 13, 2008. The fourteenth amendment was made on June 16, 2009. The fifteenth amendment was made on June 18, 2010. The sixteenth amendment was made on June 6, 2012. The seventeenth amendment was made on June 6, 2014. The eighteenth amendment was made on June 24, 2015. The nineteenth amendment was made on June 17, 2016. The twentieth amendment was made on June 10, 2020. The twenty-first amendment was made on June 10, 2021.

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Attachment 7

AHOKU ELECTRONIC COMPANY

Comparison Table for Amendment to the “Rules for Directors and Supervisors Elections”

Article No.	Original Article	Amended Article	Explanatory Notes
Name of Rules	Rules for Directors~~and~~ ~~Supervisors~~Elections	Rules for Directors Elections	To change the name of rules in compliance with the establishment of the audit committee.
Article 1	The directors ~~and supervisors~~ of the Company shall be elected in accordance with the Rules specified herein.	The directors of the Company shall be elected in accordance with the Rules specified herein.	To comply with the establishment of the audit committee.
Article 2	~~All persons with disposing~~ ~~capacity shall be elected as~~ directors ~~or supervisors~~of the Company. The directors ~~and supervisors~~of the Company shall be elected through cumulative voting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. Each share shall be entitled to one vote for each director ~~or supervisor~~to be elected. The holder of the shares may cast all votes for one candidate, or may distribute the votes among severalcandidates.	The directors of the Companyshall be elected in accordance with the candidate nomination system and procedures established in Article 192-1 of the Company Act, where directors are elected from the directors nomination list during the shareholders’ meeting. The directors of the Company shall be elected through cumulative voting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. Each share shall be entitled to one vote for each director to be elected. The holder of the shares may cast all votes for one candidate, or may distribute the votes among several candidates.	To comply with the establishment of the audit committee and the Company’s actual operational needs.
Article 4	1. According to the number of directors ~~and supervisors~~as specified in the Company’s Articles of Incorporation, and the statistical outcome of electronic votes platform and ballots, candidates obtaining the most number of votes shall be elected and served as independent directors, non-independent directors ~~or supervisors~~ accordingly. In case two or more persons obtain the same number ofvotes and the number of such	1. According to the number of directors as specified in the Company’s Articles of Incorporation, and the statistical outcome of electronic votes platform and ballots, candidates obtaining the most number of votes shall be elected and served as independent directors, non-independent directors accordingly. In case two or more persons obtain the same number of votes and the number of such persons exceeds the specified	To comply with the establishment of the audit committee.

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	Original Article	Amended Article
~~2~~	persons exceeds the specified seats available, they shall draw lots to determine who should win the seats available, and the chairman shall draw lots on behalf of the candidate not present. ~~If a candidate is elected at the~~ ~~same time as director and~~ ~~supervisor in accordance with~~ ~~the preceding paragraph,~~ ~~he/she may not concurrently~~ ~~serve as the director and~~ ~~supervisor of the Company,~~ ~~and shall decide which position~~ ~~to be assumed. The vacancy~~ ~~shall be filled in by the~~ ~~candidate with major voting in~~ ~~the same election. If he/she fails~~ ~~to make his/her own decision at~~ ~~the time of election on the site,~~ ~~the chairman shall decide in~~ ~~the order of the directors and~~ ~~supervisors.~~ The Company shall have more than half of elected directors, ~~and at least one or more~~ ~~elected supervisors, or one or~~ ~~more elected supervisors and~~ ~~elected directors,~~among whom no following relationship exists: (1) A spousal relationship. (2) A familial relationship within the second degree of kinship. The elected directors~~or elected~~ ~~supervisors ~~don’t meet the item ~~3 ~~of the Article 4 of the Rules, determination of which directors ~~or supervisors~~are elected shall be made according to the following provisions: ~~(1) ~~When there are some among the directors who don’t meet the conditions, the election of the director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid. ~~(2) When there are some~~ ~~among the supervisors who~~ ~~don’t meet the conditions,~~ ~~the provisions of the~~	seats available, they shall draw lots to determine who should win the seats available, and the chairman shall draw lots on behalf of the candidate not present. 2.The Company shall have more than half of elected directors, among whom no following relationship exists: (1) A spousal relationship. (2) A familial relationship within the second degree of kinship. 3.The elected directors don’t meet the item2 of the Article 4 of the Rules, determination of which directors are elected shall be made according to the following provisions: When there are some among the directors who don’t meet the conditions, the election of the director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.
~~.~~ ~~3.~~ ~~4.~~
	~~(2)~~

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Article No.			Amended Article	Explanatory Notes
	~~5~~	~~(3)~~
	~~.~~ ~~6~~
	~~.~~
Article 5	The board of directors shall prepare separate ballots for directors~~and~~ ~~supervisors ~~in numbers corresponding to the directors~~and~~ ~~supervisors ~~to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders’ meeting. The election held by electronic votes requires no ballots. The ballots of directors shall be cast for independent directors and non-independent directors in consolidation and shall be elected respectively.		The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders’ meeting. The election held by electronic votes requires no ballots. The ballots of directors shall be cast for independent directors and non-independent directors in consolidation and shall be elected respectively.	To comply with the establishment of the audit committee and amend the wording.
Article 8	In the election of directors~~and~~ ~~supervisors ~~of the Company, the ballot box used for voting shall be prepared byBoard of Directors and		In the election of directors of the Company, the ballot box used for voting shall be prepared by Board of Directors and checkedinpublic	To comply with the establishment ofthe audit

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Article No.	Original Article	Original Article	Amended Article	Explanatory Notes
	checked in public by the monitoring personnel to check the ballots before voting.		by the monitoring personnel to check the ballots before voting.	committee.
Article 9	The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors~~and~~ ~~supervisors ~~and the numbers of votes with which they were elected, shall be announced by the chairman on the site.		The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chairman on the site. The ballots for election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.	To comply with the establishment of the audit committee and the Company’s actual operational needs.
Article 10	The Company shall issue notifications to the directors ~~supervisors ~~elected.	~~and~~	The Company shall issue notifications to the directors elected.	To comply with the establishment of the audit committee.
Article 11	If directors are removed with cause so that the Board of Directors has less than five directors, the Company shall handle directors by-election in the latest shareholders’ meeting. In case the director’s vacancy reaches one-third of the number of seats stipulated in the Articles of Incorporation of the Company, the Company shall convene the interim shareholders’ meeting to handle directors by-election within 60 days from the date of occurrence. If independent directors are removed with cause so that the number of independent directors doesn’t meet the Articles of Incorporation of the Company, the Company shall handle independent directors by-election in the latest shareholders’ meeting. In case all independent directors are resigned, the Company shall convene the interimshareholders’ meetingto		If directors are removed with cause so that the Board of Directors has less than five directors, the Company shall handle directors by-election in the latest shareholders’ meeting. In case the director’s vacancy reaches one-third of the number of seats stipulated in the Articles of Incorporation of the Company, the Company shall convene the interim shareholders’ meeting to handle directors by-election within 60 days from the date of occurrence. If independent directors are removed with cause so that the number of independent directors doesn’t meet the Articles of Incorporation of the Company, the Company shall handle independent directors by-election in the latest shareholders’ meeting. In case all independent directors are resigned, the Company shall convene the interimshareholders’ meetingto	To comply with the establishment of the audit committee.

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Article No.		Original Article	Amended Article	Explanatory Notes
		handle independent directors by-election within 60 days from the date of occurrence. ~~If supervisors are removed with~~ ~~cause so that the number of~~ ~~supervisors doesn’t meet the~~ ~~Articles of Incorporation of the~~ ~~Company, the Company shall~~ ~~handle supervisors by-election in~~ ~~the latest shareholders’ meeting.~~ ~~In case all supervisors are~~ ~~resigned, the Company shall~~ ~~convene the interim shareholders’~~ ~~meeting to handle supervisors~~ ~~by-election within 60 days from~~ ~~the date of occurrence.~~	handle independent directors by-election within 60 days from the date of occurrence.

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Attachment 8

AHOKU ELECTRONIC COMPANY

Comparison Table for Amendment to the “Procedures for Acquisition or Disposal Assets”

Article No.	Original Article		Amended Article	Explanatory Notes
Article 6-1	(New article)		The Minutes of the Board of Directors Meeting If the acquisition or disposal of assets needs to be approved by the board of directors pursuant to this Procedure or other laws and regulations, they shall be approved by more than half of all audit committee members and submitted to the board of directors for resolution. If approval of more than half of all audit committee members as required 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. The terms“all audit committee members” and “all directors” shall be counted as the actual number of persons currently holding those positions. When the acquisition or disposal of assets is submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.	To comply with the establishment of the audit committee.
Article 7	Procedures for Acquisition or Disposal of Securities 1. (omitted) 2. Decision Procedures for		Procedures for Acquisition or Disposal of Securities 1. (omitted) 2. Decision Procedures for	To comply with the establishment of the audit

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Article No.		Original Article	Amended Article	Explanatory Notes
	Transaction Terms and Authorized Amount (1)~(2) (omitted) ~~(3) Regarding the Company’s~~ ~~acquisition or disposal of~~ ~~assets which needs to be~~ ~~approved by the board of~~ ~~directors in accordance~~ ~~with this Procedure or~~ ~~other laws and regulations,~~ ~~if there is any objection~~ ~~from the directors with a~~ ~~record or written~~ ~~statement, the Company~~ ~~shall send the objection~~ ~~related information to the~~ ~~supervisors. Where the~~ ~~position of independent~~ ~~directors has been created~~ ~~in accordance with the~~ ~~provisions of the “Securities~~ ~~and Exchange Act”, when~~ ~~the acquisition or disposal~~ ~~of assets is submitted for~~ ~~discussion by the board of~~ ~~directors pursuant to the~~ ~~preceding paragraph, the~~ ~~board of directors shall~~ ~~take into full consideration~~ ~~each independent director’s~~ ~~opinions. If an independent~~ ~~director objects to or~~ ~~expresses reservations~~ ~~about any matter, it shall be~~ ~~recorded in the minutes of~~ ~~the board of directors~~ ~~meeting.~~ 3~4.(omitted)		Transaction Terms and Authorized Amount (1)~(2) (omitted) 3~4.(omitted)	committee and incorporate relevant regulations into Article 6-1.
Article 8	Procedures for Acquisition or Disposal of Real Estate, or Equipment, or right-of-use assets thereof 1. (omitted) 2. Decision Procedures for Transaction Terms and Authorized Amount		Procedures for Acquisition or Disposal of Real Estate, or Equipment, or right-of-use assets thereof 1. (omitted) 2. Decision Procedures for Transaction Terms and Authorized Amount	To comply with the establishment of the audit committee and incorporate relevant

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Article No.		Original Article	Amended Article	Explanatory Notes
	(1)~(2) (omitted) ~~(3) Regarding the Company’s~~ ~~acquisition or disposal of~~ ~~assets which needs to be~~ ~~approved by the board of~~ ~~directors in accordance~~ ~~with this Procedure or~~ ~~other laws and regulations,~~ ~~if there is any objection~~ ~~from the directors with a~~ ~~record or written~~ ~~statement, the Company~~ ~~shall send the objection~~ ~~related information to the~~ ~~supervisors. Where the~~ ~~position of independent~~ ~~directors has been created~~ ~~in accordance with the~~ ~~provisions of the “Securities~~ ~~and Exchange Act”, when~~ ~~the acquisition or disposal~~ ~~of assets is submitted for~~ ~~discussion by the board of~~ ~~directors pursuant to the~~ ~~preceding paragraph, the~~ ~~board of directors shall~~ ~~take into full consideration~~ ~~each independent director’s~~ ~~opinions. If an independent~~ ~~director objects to or~~ ~~expresses reservations~~ ~~about any matter, it shall be~~ ~~recorded in the minutes of~~ ~~the board of directors~~ ~~meeting.~~ 3~4.(omitted)		(1)~(2) (omitted) 3~4.(omitted)	regulations into Article 6-1.
Article 9	Procedures for Acquisition or Disposal of Assets with the Related Party 1. (omitted) 2. Assessment and Operating Procedures In the event where the Company engages in any acquisition or disposal of real estate or right-of-use assets thereof from		Procedures for Acquisition or Disposal of Assets with the Related Party 1. (omitted) 2. Assessment and Operating Procedures In the event where the Company engages in any acquisition or disposal of real estate or right-of-use assets thereof from	To comply with the establishment of the audit committee and amend the wording.

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Article No.		Original Article		Amended Article	Explanatory Notes
		or to a related party, or engages in any acquisition or disposal of assets other than real property or right-of use assets thereof from or to a related party, and the transaction amount reaches 20% or more of the Company’s paid-in capital, 10% or more of the Company’s total assets, or NT$ 300 million or more, except for the trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction agreement or make a payment until the following matters have been approved by the board of directors~~and~~ ~~recognized by the supervisors~~: (1)~(7) (omitted) The aforementioned transaction amount shall be calculated in accordance with subparagraph (5), paragraph 1 of Article 14. The term “within one year” as used herein means the year preceding the date of occurrence of this transaction. Items that have been approved by the board of directors ~~and supervisors~~in accordance with this Procedure will not be counted towards the calculation. (This paragraph omitted) ~~Where the position of~~ ~~independent directors has been~~ ~~created in accordance with the~~ ~~provisions of the “Securities~~ ~~and Exchange Act”,~~when a matter is submitted for discussion		or to a related party, or engages in any acquisition or disposal of assets other than real property or right-of use assets thereof from or to a related party, and the transaction amount reaches 20% or more of the Company’s paid-in capital, 10% or more of the Company’s total assets, or NT$ 300 million or more, except for the trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction agreement or make a payment until the following matters have been approved by the audit committee and resolved by the board of directors: (1)~(7) (omitted) The aforementioned transaction amount shall be calculated in accordance with subparagraph (5), paragraph 1 of Article 14. The term “within one year” as used herein means the year preceding the date of occurrence of this transaction. Items that have been approved bythe audit committee and resolved by the board of directors in accordance with this Procedure will not be counted towards the calculation. (This paragraph omitted) When a matter is submitted for discussion by the board of directors pursuant to this paragraph, the board of directors shall take into full consideration each independent director’s

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Article No.	Original Article		Amended Article	Explanatory Notes
	by the board of directors pursuant to this paragraph, the board of directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. 3. Assessment of the Reasonableness of Transaction Costs (1)~(4) (omitted) (5) In the event where the Company acquires real property or right-of-use assets thereof from a related party, and the results of the evaluation conducted in accordance with subparagraphs (1) and (2), paragraph 3 of this Article	3.	opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. When a matter is submitted to the audit committee for approval pursuant to this paragraph, they shall be approved by more than half of all audit committee members and submitted to the board of directors for resolution. If approval of more than half of all audit committee members as required 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. The terms“all audit committee members” and“all directors” shall be counted as the actual number of persons currently holding those positions. Assessment of the Reasonableness of Transaction Costs (1)~(4) (omitted) (5) In the event where the Company acquires real property or right-of-use assets thereof from a related party, and the results of the evaluation conducted in accordance with subparagraphs (1) and (2), paragraph 3 of this Article

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Article No.	Original Article	Amended Article	Explanatory Notes
	are uniformly lower than the transaction price, the following actions shall be taken: A. A special reserve shall be set aside in accordance with paragraph 1 of Article 41 of the Securities and Exchange Act against the difference between the real property or right-of-use assets thereof transaction price and the evaluated cost, and may not distributed or used for capital increase or issuance of bonus shares. In the event where a public company uses the equity method to account for its investment in the Company, the special reserve under paragraph 1 of Article 41 of the Securities and Exchange Act shall be set side pro rata in a proportion consistent with the public company’s equity stake in the Company. B.~~Supervisors~~shall act in accordance with Article 218 of the Company Act. C. Actions that are taken in accordance with items 1 and 2 of subparagraph (5) in paragraph 3 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 public statement.	are uniformly lower than the transaction price, the following actions shall be taken: A. A special reserve shall be set aside in accordance with paragraph 1 of Article 41 of the Securities and Exchange Act against the difference between the real property or right-of-use assets thereof transaction price and the evaluated cost, and may not distributed or used for capital increase or issuance of bonus shares. In the event where a public company uses the equity method to account for its investment in the Company, the special reserve under paragraph 1 of Article 41 of the Securities and Exchange Act shall be set side pro rata in a proportion consistent with the public company’s equity stake in the Company. B.The independent directors of the audit committee shall act in accordance with Article 218 of the Company Act. C. Actions that are taken in accordance with items 1 and 2 of subparagraph (5) in paragraph 3 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 public statement.

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Article No.	Original Article	Amended Article	Explanatory Notes
	In the event where the Company has set aside a special reserve in accordance with the preceding paragraph, the Company may not utilize the special reserve until it has recognized a loss on due to decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or status quo ante has been restored, or there is other evidence confirming that the transaction was not unreasonable, and which the competent authorities has approved. (6)~(7) (omitted)	In the event where the Company has set aside a special reserve in accordance with the preceding paragraph, the Company may not utilize the special reserve until it has recognized a loss on due to decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or status quo ante has been restored, or there is other evidence confirming that the transaction was not unreasonable, and which the competent authorities has approved. (6)~(7) (omitted)
Article 10	Procedures for Acquisition or Disposal of Memberships or Intangible Assets or right-of-use assets thereof 1. (omitted) 2. Decision Procedures for Transaction Terms and Authorized Amount (1)~(2) (omitted) ~~(3) Regarding the Company’s~~ ~~acquisition or disposal of~~ ~~assets which needs to be~~ ~~approved by the board of~~ ~~directors in accordance~~ ~~with this Procedure or~~ ~~other laws and regulations,~~ ~~if there is any objection~~ ~~from the directors with a~~ ~~record or written~~ ~~statement, the Company~~ ~~shall send the objection~~ ~~related information to the~~ ~~supervisors. Where the~~ ~~position of independent~~	Procedures for Acquisition or Disposal of Memberships or Intangible Assets or right-of-use assets thereof 1. (omitted) 2. Decision Procedures for Transaction Terms and Authorized Amount (1)~(2) (omitted)	To comply with the establishment of the audit committee and incorporate relevant regulations into Article 6-1.

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Article No.			Original Article		Amended Article	Explanatory Notes
		~~directors has been created~~ ~~in accordance with the~~ ~~provisions of the “Securities~~ ~~and Exchange Act”, when~~ ~~the acquisition or disposal~~ ~~of assets is submitted for~~ ~~discussion by the board of~~ ~~directors pursuant to the~~ ~~preceding paragraph, the~~ ~~board of directors shall~~ ~~take into full consideration~~ ~~each independent director’s~~ ~~opinions. If an independent~~ ~~director objects to or~~ ~~expresses reservations~~ ~~about any matter, it shall be~~ ~~recorded in the minutes of~~ ~~the board of directors~~ ~~meeting.~~ 3~4.(omitted)			3~4.(omitted)
Article 17		Implementation and Revision This Procedure shall be approved by the board of directors, ~~forwarded to the respective~~ ~~supervisors ~~and submitted to the shareholders’ meeting for consent. The same shall apply to revisions thereto.~~Where there are~~ ~~objections from directors and~~ ~~such objections have been~~ ~~recorded or declared in writing,~~ ~~the Company shall forward all~~ ~~such objections to the respective~~ ~~supervisors.~~			Implementation and Revision This Procedure shall beapproved by more than half of all audit committee members and approved by the board of directors, andthen submitted to the shareholders’ meeting for consent before the enforcement.The same shall apply to revisions thereto. If approval of more than half of all audit committee members as required 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. The terms“all audit committee members” and“all directors”	To comply with the establishment of the audit committee and amend the wording.

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Article No.		Original Article		Amended Article	Explanatory Notes
		~~Where the position of~~ ~~independent directors has been~~ ~~created in accordance with the~~ ~~provisions of the “Securities and~~ ~~Exchange Act”, ~~when this Procedure is submitted for discussion by the board of directors, the board of directors shall take into full consideration each independent director’s opinions.. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.		mentioned in the preceding paragraph shall be counted as the actual number of persons currently holding those positions. When this Procedure is submitted for discussion by the board of directors, the board of directors shall take into full consideration each independent director’s opinions.. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

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Attachment 9

AHOKU ELECTRONIC COMPANY

Comparison Table for Amendment to the “Procedures for Financial Derivatives Transactions”

Article No.	Original Article	Amended Article	Explanatory Notes
Article 1	Trading Principles and Strategies 1~2. (omitted) 3. Segregation of Duties (1) Finance Department A~C. (omitted) D. Levels of Authority for Derivatives (a)~(b) (omitted) (c) ~~Regarding~~the ~~Company’s~~ derivatives transactions ~~which~~ need to be approved by the board of directors pursuant to this Procedure or other laws and regulations,~~if~~ ~~there is any objection~~ ~~from the directors~~ ~~with a record or~~ ~~written statement, the~~ ~~Company shall send~~ ~~the objection related~~ ~~information to the~~ ~~supervisors~~.	Trading Principles and Strategies 1~2. (omitted) 3. Segregation of Duties (1) Finance Department A~C. (omitted) D. Levels of Authority for Derivatives (a)~(b) (omitted) (c) If the derivatives transactions need to be approved by the board of directors pursuant to this Procedure or other laws and regulations, they shall be approved by more than half of all audit committee members and submitted to the board of directors for resolution. If approval of more than half of all audit committee members as required 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. The terms“all audit committee members” and“all directors” shall be counted as the actual number of persons currently	To comply with the establishment of the audit committee and amend the wording.

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Article No.		Original Article	Amended Article	Explanatory Notes
	(2)	~~Where the position of~~ ~~independent directors~~ ~~has been created in~~ ~~accordance with the~~ ~~provisions of the~~ ~~“Securities and~~ ~~Exchange Act”,~~when the ~~acquisition or~~ ~~disposal of assets~~are submitted for discussion by the board of directors pursuant to the regulations, the board of directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. Audit Department The audit department shall be responsible for understanding the appropriateness of internal controls concerning derivatives transactions, auditing the transaction department’s compliance with the operating procedures, analyzing the transaction cycle, preparing audit reports~~and submitting~~ ~~audit reports to the~~ ~~supervisors for review after~~ ~~the audit has been~~ ~~completed but before the~~ ~~end of the month after the~~ ~~completion of the audit~~. In the event where anyof the	holding those positions. When the derivatives transactions are submitted for discussion by the board of directors pursuant to the regulations, the board of directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. (2) Audit Department The audit department shall be responsible for understanding the appropriateness of internal controls concerning derivatives transactions, auditing the transaction department’s compliance with the operating procedures, analyzing the transaction cycle, preparing audit reports. In the event where any of the internal audit personnel discover any material breach or the Company is likely to suffer material loss, such personnel shall immediately prepare a report and notifytheaudit

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Article No.		Original Article		Amended Article	Explanatory Notes
	internal audit personnel discover any material breach or the Company is likely to suffer material loss, such personnel shall immediately prepare a report and notify the ~~supervisors~~. ~~Where the position of~~ ~~independent directors has~~ ~~been created in accordance~~ ~~with the provisions of the~~ ~~“Securities and Exchange~~ ~~Act”, for matters for which~~ ~~notice shall be given to the~~ ~~supervisors under the~~ ~~preceding paragraph,~~ ~~written notice shall also be~~ ~~given to the independent~~ ~~directors.~~ 4~5.(omitted)		committee. 4~5.(omitted)
Article 3	Internal Audit 1. Internal audit personnel shall periodically review the appropriateness of internal controls concerning derivatives transactions and shall monthly audit the transaction department’s compliance with the operating procedures, analyze the transaction cycle and prepare audit reports. In the event where any of the internal audit personnel discovers material breach, such personnel shall notify the~~supervisors~~in writing. ~~Where the position of~~ ~~independent directors has been~~ ~~created in accordance with the~~ ~~provisions of the “Securities~~ ~~and Exchange Act”, for~~ ~~matters for which notice shall~~ ~~be given to the supervisors~~ ~~under the preceding~~ ~~paragraph, written notice shall~~ ~~also be given to the~~ ~~independent directors.~~		Internal Audit 1. Internal audit personnel shall periodically review the appropriateness of internal controls concerning derivatives transactions and shall monthly audit the transaction department’s compliance with the operating procedures, analyze the transaction cycle and prepare audit reports. In the event where any of the internal audit personnel discovers material breach, such personnel shall notify theaudit committee in writing.		To comply with the establishment of the audit committee.

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Article No.	Original Article	Amended Article	Explanatory Notes
	2.(omitted)	2.(omitted)
Article 4	Monitoring and Management Principles of the Board of Directors When Engaging in Derivatives Transactions 1. The board of directors shall appoint senior management officers to pay continuous attention to monitoring and controlling derivatives transaction risks. The principles are as follows: (1) (omitted) (2) If any irregular situation is discovered in the course of monitoring the transactions and the profits and losses, necessary appropriate measures shall be undertaken, and a report shall be made immediately to the board of directors. ~~Where~~ ~~the position of independent~~ ~~directors has been created~~ ~~in accordance with the~~ ~~provisions of the “Securities~~ ~~and Exchange Act”,~~ independent directors shall be present and express their opinions at the board of directors meeting. 2~4.(omitted)	Monitoring and Management Principles of the Board of Directors When Engaging in Derivatives Transactions 1. The board of directors shall appoint senior management officers to pay continuous attention to monitoring and controlling derivatives transaction risks. The principles are as follows: (1) (omitted) (2) If any irregular situation is discovered in the course of monitoring the transactions and the profits and losses, necessary appropriate measures shall be undertaken, and a report shall be made immediately to the board of directors. Independent directors shall be present and express their opinions at the board of directors meeting. 2~4.(omitted)	To amend the wording.
Article 9	Implementation and Revision This Procedure shall be approved by the board of directors, ~~forwarded to the respective~~ ~~supervisors ~~and submitted to the shareholders’ meeting for consent. The same shall apply to revisions thereto.~~Where there are~~ ~~objections from directors and~~ ~~such objections have been~~ ~~recorded or declared in writing,~~ ~~the Company shall forward all~~ ~~such objections to the respective~~ ~~supervisors.~~	Implementation and Revision This Procedure shall beapproved by more than half of all audit committee members and approved by the board of directors, andthen submitted to the shareholders’ meeting for consent before the enforcement.The same shall apply to revisions thereto.	To comply with the establishment of the audit committee and amend the wording.

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Article No.		Original Article		Amended Article	Explanatory Notes
		~~Where the position of~~ ~~independent directors has been~~ ~~created in accordance with the~~ ~~provisions of the “Securities and~~ ~~Exchange Act”, ~~when this Procedure is submitted for discussion by the board of directors, the board of directors shall take into full consideration each independent director’s opinions.. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.		If approval of more than half of all audit committee members as required 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. The terms“all audit committee members” and“all directors” mentioned in the preceding paragraph shall be counted as the actual number of persons currently holding those positions. When this Procedure is submitted for discussion by the board of directors, the board of directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

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Attachment 10

AHOKU ELECTRONIC COMPANY

Comparison Table for Amendment to the “Operational Procedures for Lending Funds to Other Parties”

Article No.	Original Article	Amended Article	Explanatory Notes
Article 6	Procedures of Fund Loaning and Review 1. Application Procedure (1)~(5) (omitted) (6)~~Where ~~the Company~~has~~ ~~established the position of~~ ~~independent directors,~~ ~~when it ~~lends funds to other parties, the board of directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.	Procedures of Fund Loaning and Review 1. Application Procedure (1)~(5) (omitted) (6)When the Company lends funds to other parties, the board of directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. (7) The loan of funds to others which is required to be submitted to the board of directors for discussion pursuant to this Procedure or other laws and regulations will be regarded as the major fund lending, it shall be approved by more than half of all audit committee members and submitted to the board of directors for resolution. If approval of more than half of all audit committee members as required is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the	To comply with the establishment of the audit committee and amend the wording.

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Article No.	Original Article		Explanatory Notes
	2~7.(omitted)	audit committee shall be recorded in the minutes of the board of directors meeting. The terms“all audit committee members” and“all directors” used in this paragraph shall be counted as the actual number of persons currently holding those positions. 2~7.(omitted)
Article 10	Internal Audit 1. The internal audit personnel of the Company shall, at the minimum, audit the fund lending procedures and their execution quarterly and produce a written record. If any material breach is discovered, the~~supervisors and~~ ~~independent directors~~shall be immediately notified in writing. 2. When due to changes in circumstances, the recipient of the loan no longer meets the requirements of the provisions in this Procedure or the loan balance exceeds its limit, the finance department shall draw up the improvement plans, deliver relevant improvement plans to the ~~supervisors and~~ ~~independent directors~~, and complete the improvements accordingto theperiod ofplans.	Internal Audit 1. The internal audit personnel of the Company shall, at the minimum, audit the fund lending procedures and their execution quarterly and produce a written record. If any material breach is discovered, the audit committee shall be immediately notified in writing. 2. When due to changes in circumstances, the recipient of the loan no longer meets the requirements of the provisions in this Procedure or the loan balance exceeds its limit, the finance department shall draw up the improvement plans, deliver relevant improvement plans to the audit committee,and complete the improvements according to the period of plans.	To comply with the establishment of the audit committee.
Article 14	Implementation and Revision This Procedure shall be approved by the board of directors, ~~forwarded to the respective~~ ~~supervisors ~~and submitted to the shareholders’ meeting for consent. Where there are objections from directors and such objections have been recorded or declared in writing, the Company shall ~~forward all such objections to the~~	Implementation and Revision This Procedure shall beapproved by more than half of all audit committee members and approved by the board of directors, andthen submitted to the shareholders’ meeting for consent before the enforcement.Where there are objections from directors and such objections have been recorded or declared in writing,the	To comply with the establishment of the audit committee and amend the wording.

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Article No.		Original Article		Amended Article	Explanatory Notes
		~~respective supervisors and~~submit all to the shareholders’ meeting for discussion. The same shall apply to revisions thereto. ~~Where the Company has~~ ~~established the position of~~ ~~independent directors,~~when this Procedure is submitted for discussion by the board of directors, the board of directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.		Company shall submit allsuch objections to the shareholders’ meeting for discussion. The same shall apply to revisions thereto. If approval of more than half of all audit committee members as required 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. The terms“all audit committee members” and“all directors” mentioned in the preceding paragraph shall be counted as the actual number of persons currently holding those positions. When this Procedure is submitted for discussion by the board of directors, the board of directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

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Attachment 11

AHOKU ELECTRONIC COMPANY

Comparison Table for Amendment to the “Operational Procedures for Making Endorsements and/or Guarantees”

Article No.	Original Article		Amended Article	Explanatory Notes
Article 5	Decision Making and Authorization Level 1~3. (omitted) 4.~~Where ~~the Company ~~has~~ ~~established the position of~~ ~~independent directors, when it~~ conducts the endorsement and/or guarantee cases to others, the board of directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.		Decision Making and Authorization Level 1~3. (omitted) 4.When the Company conducts the endorsement and/or guarantee cases to others, the board of directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. 5. Making endorsements and/or guarantees which is required to be submitted to the board of directors for discussion pursuant to this Procedure or other laws and regulations will be regarded as the major endorsements and/or guarantees, it shall be approved by more than half of all audit committee members and submitted to the board of directors for resolution. If approval of more than half of all audit committee members as required 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. The terms“all audit committee	To comply with the establishment of the audit committee and amend the wording.

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Article No.	Original Article		Amended Article	Explanatory Notes
			members” and“all directors” used in this paragraph shall be counted as the actual number of persons currently holding those positions.
Article 8	Guidelines for Conducting Endorsements and/or Guarantees 1. The Company’s internal auditors shall audit, at least quarterly, the Procedures and the implementation thereof, and prepare written records accordingly. In the event of any material violations discovered there from, the internal auditors shall promptly notify~~all~~ ~~supervisors and independent~~ ~~directors ~~in writing. 2. If, due to changes of circumstances, the party to whom the Company provides an endorsement and/or guarantee no longer satisfies the criteria set forth herein, or the amount of endorsement and/or guarantee exceeds the limits, a corrective plan shall be provided to~~all~~ ~~supervisors and independent~~ ~~directors,~~and the proposed corrections shall be implemented within the period specified in the plan. 3. Where the Company needs to make endorsements and/or guarantees that exceeds the maximum amount specified in the Procedures to satisfy its business demands, and where such endorsements and/or guarantees are in compliance with the conditions set out in the Procedures, the Company shall obtain approval from the board of directors, and at least half of the directors shall act as joint guarantors for anyloss that may	Guidelines for Conducting Endorsements and/or Guarantees 1. The Company’s internal auditors shall audit, at least quarterly, the Procedures and the implementation thereof, and prepare written records accordingly. In the event of any material violations discovered there from, the internal auditors shall promptly notifythe audit committee in writing. 2. If, due to changes of circumstances, the party to whom the Company provides an endorsement and/or guarantee no longer satisfies the criteria set forth herein, or the amount of endorsement and/or guarantee exceeds the limits, a corrective plan shall be provided tothe audit committee,and the proposed corrections shall be implemented within the period specified in the plan. 3. Where the Company needs to make endorsements and/or guarantees that exceeds the maximum amount specified in the Procedures to satisfy its business demands, and where such endorsements and/or guarantees are in compliance with the conditions set out in the Procedures, the Company shall obtain approval from the board of directors, and at least half of the directors shall act as joint guarantors for anyloss that may		To comply with the establishment of the audit committee and amend the wording.

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Article No.			Original Article		Amended Article	Explanatory Notes
			be caused to the Company by the endorsements and guarantees exceeding the maximum amount. The Company shall also amend the Procedures accordingly and submit the same to the shareholders’ meeting for ratification. If such proposal is not adopted at the shareholders’ meeting, the Company shall enact a plan to eliminate the excess amount within a specified period of time.~~Where ~~the Company~~has established the~~ ~~position of independent~~ ~~directors, when it~~submits the aforementioned endorsements and/or guarantees cases to others to the board of directors for discussion, the opinion of each independent director shall be fully taken into consideration. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors.		be caused to the Company by the endorsements and guarantees exceeding the maximum amount. The Company shall also amend the Procedures accordingly and submit the same to the shareholders’ meeting for ratification. If such proposal is not adopted at the shareholders’ meeting, the Company shall enact a plan to eliminate the excess amount within a specified period of time.Whenthe Company submits the aforementioned endorsements and/or guarantees cases to others to the board of directors for discussion, the opinion of each independent director shall be fully taken into consideration. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors.
Article 12		Implementation and Revision This Procedure shall be approved by the board of directors, ~~forwarded to the respective~~ ~~supervisors ~~and submitted to the shareholders’ meeting for consent. Where there are objections from directors and such objections have been recorded or declared in writing, the Company shall ~~forward all such objections to the~~ ~~respective supervisors and~~submit to the shareholders’ meeting for discussion. The same shall apply to revisions thereto.			Implementation and Revision This Procedure shall beapproved by more than half of all audit committee members and approved by the board of directors, andthen submitted to the shareholders’ meeting for consent before the enforcement.Where there are objections from directors and such objections have been recorded or declared in writing, the Company shall submitall such objections to the shareholders’ meeting for discussion. The same shall apply to revisions thereto. If approval of more than half of all audit committee members as required is not obtained, the procedures may be implemented	To comply with the establishment of the audit committee and amend the wording.

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Article No.		Original Article		Amended Article	Explanatory Notes
		~~Where the Company has~~ ~~established the position of~~ ~~independent directors,~~when this Procedure is submitted for discussion by the board of directors, the board of directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.		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. The terms“all audit committee members” and“all directors” mentioned in the preceding paragraph shall be counted as the actual number of persons currently holding those positions. When this Procedure is submitted for discussion by the board of directors, the board of directors shall take into full consideration each independent director’s opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

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Attachment 12

AHOKU ELECTRONIC COMPANY List of Director (including Independent Director) Candidates

Candidate Category	Candidate Name	Education	Experience	Current Position	Shareholding (Shares)
Director	Li, Guang-Hao	Master of International Business, National Taiwan University Department of Electronic Engineering, Tamkang University	Chairman and General Manager, Ahoku Electronic Company	Chairman and General Manager, Ahoku Electronic Company Director, Ahoku Atlantic Inc. Chairman and General Manager, Ahoku Techland Electronics Ltd. Independent Director, Ligitek Electronics Co., Ltd. Supervisor, Hao Han Investment Co.,Ltd.	8,332,359
Director	Li, Wen-Han	Master of Business Administration in Marketing Management, William Paterson University of New Jersey Department of Electrical and Computer Engineering, Tamkang University	Product Manager, Advantech Co., Ltd. Project Manager, Elitegroup Computer Systems Co., Ltd.	Director, Ahoku Electronic Company Chief Executive Officer, WOOSH Inc. Director, Hao Han Investment Co., Ltd.	9,009,103
Director	Zhuang, Li-Yu	Ph. D. of Electrical Engineering, University of Michigan	Chief Executive Officer, W-NeWeb Corporation	Director, Ahoku Electronic Company Executive Vice Chairman, W-NeWeb Corporation	10,084

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Candidate Category	Candidate Name	Education	Experience	Current Position	Shareholding (Shares)
				Director, KISmart Corporation
Director	Han, Dong-Lian	Department of Business Administration , University of Kensington	Finance Consultant, Sheng Yung International Consultant Corporation Finance Manager, Hua Qiao Securities Investment Trust Corporation Finance and Accounting Manager, Liang You Industrial Co.,Ltd.	Supervisor, Ahoku Electronic Company	5,000
Director	Huang, Zhang-Qing	Department of Materials, National Tsing Hua University	Vice President, Song Long Electronics Co., Ltd. Production Manager, Viking Tech Corporation R&D Manager, Sino-American Silicon Products Inc.	Supervisor, Ahoku Electronic Company Director and General Manager, ACPA Electronics Co., Ltd. Chairman, Kunshan ACPA Electronics Co., Ltd. Chairman, Shanghai ACPA Electronics Co., Ltd.	55,125
Director	Li, Wan-Ting	Master of Electrical Engineering, University of Columbia Department of Engineering and System Science,	Senior Algorithm Engineer, Faraday Technology Corporation	R&D Associate Vice President, Ahoku Electronic Company Director, Hao Han Investment Co., Ltd.	8,964,519

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Candidate Category	Candidate Name	Education	Experience	Current Position	Shareholding (Shares)
		National Tsing Hua University
Director	Lin, Rui-Feng	Master of Business Administration , National Taiwan University of Science and Technology Department of Business Administration , National Chung Hsing University	Special Assistant to General Manager, Ahoku Electronic Company	Associate Vice President, Ahoku Electronic Company Director, ACPA Electronics Co., Ltd.	119,244
Independent Director	Zhang, Jia-Xian	Ph. D. Candidate of Business Administration , Nankai University Executive Master of Business Administration , College of Commerce, National Chengchi University Department of Statistics, National Chung Hsing University	Guest Lecturer, College of Adult and Overseas Education, Shanghai Jiao Tong University Vice President, Wowprime Corporation Special Assistant to General Manager / Chief Human Resource Officer, SHUI-MU International Co., Ltd. Director of General Management Division / Chief Human Resource Officer, Holiday Entertainment Co., Ltd.	Independent Director / Remuneration Committee Member, Ahoku Electronic Company General Manager, Xian Yun Management Consulting Company Supervisor / Chief Strategy Officer, Shanxi Shang Yuan Sheng Energy Technology Co., Ltd. Independent Director / Chief Strategy Officer, Suzhou Honmingyi Environmental Co.,Ltd.	0

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Candidate Category	Candidate Name	Education	Experience	Current Position	Shareholding (Shares)
				HR Consultant, Hotai Motor Group and Taian Insurance Co., Ltd.
Independent Director	Huang, Rong-Wen	National Taipei University of Technology	Chairman, Yourong Trading Limited Manager, Taipei Branch of Toray Industries, Inc.	Independent Director / Remuneration Committee Member, Ahoku Electronic Company Consultant, Wingot Textile Corporation	0
Independent Director	Zhang, Xin-Fang	Department of Shipping and Transportation Management, National Taiwan Ocean University	Internal Auditing Officer, Sea Freight Division of Evergreen Group	Remuneration Committee Member, Ahoku Electronic Company	0
Independent Director	Wu, En-Ming	Master of Accounting, Soochow University Department of Accounting, Soochow University	Partner of Certified Public Accountant, Deloitte & Touche Certified Public Accountant, Jin Ye Accounting Firm Certified Public Accountant, SOLOMON & Co. Certified Public Accountant, T N SOONG & Co.	None	0

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Attachment 13

AHOKU ELECTRONIC COMPANY

List of Director (including Independent Director) Candidates Holding Concurrent In-Services in Other Companies

Candidate Category	Candidate Name	Concurrent Positions Held In Other Companies
Director	Li, Guang-Hao	Director, Ahoku Atlantic Inc. Chairman and General Manager, Ahoku Techland Electronics Ltd. Independent Director,Ligitek Electronics Co.,Ltd.
Director	Li, Wen-Han	Chief Executive Officer, WOOSH Inc. Director,Hao Han Investment Co.,Ltd.
Director	Zhuang, Li-Yu	Executive Vice Chairman, W-NeWeb Corporation Director,KISmart Corporation
Director	Huang, Zhang-Qing	Director and General Manager, ACPA Electronics Co., Ltd. Chairman, Kunshan ACPA Electronics Co., Ltd. Chairman,Shanghai ACPA Electronics Co.,Ltd.
Director	Li,Wan-Ting	Director,Hao Han Investment Co.,Ltd.
Director	Lin,Rui-Feng	Director,ACPA Electronics Co.,Ltd.
Independent Director	Zhang, Jia-Xian	General Manager, Xian Yun Management Consulting Company Supervisor / Chief Strategy Officer, Shanxi Shang Yuan Sheng Energy Technology Co., Ltd. Independent Director / Chief Strategy Officer, Suzhou Honmingyi Environmental Co.,Ltd.
Independent Director	Huang, Rong-Wen	Consultant, Wingot Textile Corporation

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Appendix 1

AHOKU ELECTRONIC COMPANY Articles of Incorporation (before amendment)

Chapter 1 General Provisions

Article 1

The Company is organized as a stock limited company in accordance with the Company Act of the Republic of China (the “Company Act”) and is named 歐格電子工業股份有限公司 in Chinese. The English name is AHOKU ELECTRONIC COMPANY.

Article 2

The scope of business of the Company shall be as follows:

CC01010 Electric power supply, electric transmission and power distribution machinery manufacturing
CC01030 Electrical appliance and audiovisual electronic products manufacturing
CC01040 Lighting facilities manufacturing
CC01060 Wire communications machinery and equipment manufacturing
CC01080 Electronic parts and components manufacturing
F113020 Electrical appliance wholesale
F119010 Electronic material wholesale
F113070 Telecommunication equipment wholesale
F213060 Telecommunication equipment retail
F401010 International trade
F401021 Restrained telecom radio frequency equipment and materials import
ZZ99999 Except for permitted business, the Company may engage in other businesses not prohibited or restricted by laws or regulations

Article 3

The Company may invest outward with the total amount of investment free of restrictions as set forth in Article 13 of the Company Act, and may act as a guarantor externally.

Article 4

The head office of the Company is located in Taipei City, Taiwan, The Republic of China. Subject to the approval of the board of directors and, the Company may, if necessary, set up subsidiaries or branches within or outside the territory of the Republic of China.

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Article 5

Public announcements of the Company shall be made in accordance with the provisions of Article 28 of the Company Act.

Chapter 2 Shares

Article 6

The total capital amount of the Company shall be 1,500,000,000 New Taiwan Dollars, divided into 150,000,000 shares, at par value of 10 New Taiwan Dollars each. The board of directors is authorized to issue the unissued shares in installments.

A total amount of 80,000,000 New Taiwan Dollars among the above total capital amount shall be reserved for issuing employee stock options, which is 8,000,000 shares at par value of 10 New Taiwan Dollars each. The board of directors is authorized to issue the unissued shares in installments according to the Company Act and other relevant laws and regulations.

The employees who are entitled to the bought back shares to be transferred by the Company, employee stock options, restricted employee stocks and the new shares reserved for employees subscription in the Company’s share offering include employees of the Company’s controlled companies or subsidiaries who meet certain qualifications. The conditions of “certain qualifications” are authorized by the board of directors to be determined.

Article 7

The share certificates of the Company shall be in registered form, and signed or sealed by the director representing the Company, and issued after the authentication of the bank which is competent to certify in accordance with laws.

The Company may, pursuant to the applicable laws and regulations, deliver shares or other securities in book-entry form, instead of delivering physical certificates evidencing shares or other securities. The Company shall arrange for such shares to be recorded by a centralized securities custodian institution.

Article 8

Registration for transfer of shares shall be suspended sixty days immediately before the date of general shareholders’ meeting, and thirty days immediately before the date of extraordinary shareholders’ meeting, or within five days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Company.

Article 9

All matters concerning shares shall be conducted in accordance with “Regulations Governing the Administration of Shareholder Services of Public Companies” and the relevant laws and regulations.

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Chapter 3 Shareholders’ Meetings

Article 10

Shareholders’ meetings shall be of two types, general meetings and extraordinary meetings. General meetings shall be convened annually by the board of directors within six months of the end of each fiscal year. Extraordinary meetings shall be convened in accordance with the relevant laws, whenever necessary.

Article 11

A notice for convening a general shareholders’ meeting shall be given thirty (30) days prior to the meeting. A notice for convening an extraordinary shareholders’ meeting shall be given fifteen (15) days prior to the meeting. The notice shall specify the date, place and agenda of the meeting. The notice may be given by means of electronic transmission, after obtaining a prior consent from the shareholders.

The aforementioned notice may be publicly announced, provided that for the shareholders who hold less than 1,000 shares.

Article 12

Where a shareholder is unable to attend a shareholders’ meeting, such shareholder may appoint a proxy by using the proxy form provided by the Company, which shall specify the scope of proxy and be signed and sealed by the shareholder. The attendance of shareholder’s proxies shall be in accordance with the Article 177 of the Company Act and “Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meeting of Public Companies” issued by the competent authority.

Article 13

The chairman of the board of directors shall preside at each meeting of shareholders. In the event the chairman of the board of directors is absent, he shall designate one director to act on his behalf. In the absence of such a designation, the directors shall elect a director from among themselves to preside at the meeting. If the shareholders’ meeting is called by any convener other than the board of directors, the chairperson shall be assumed by the convener. If there are more than two conveners, the chairperson shall be elected out of the conveners.

Article 14

The Company’s shareholders are entitled to one voting right per share, provided that shareholders have no voting right for shares held under Article 179 of the Company Act.

Article 15

Except as otherwise provided in the relevant laws or the Company Act, any resolution of a shareholders’ meeting shall be adopted at a meeting which at least general

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majority of the shareholders attend and at which meeting a general majority of the shareholders present vote in favor of such resolution.

To transfer shares to employees at less than the average actual repurchase price, the Company must has obtained the consent of at least two-thirds of the voting rights present at the latest shareholders meeting attended by shareholders representing a majority of total issued shares.

To issue employee stock options that the exercise price may be lower than the closing price of the Company stocks as of the issue date, the Company must has obtained the consent of at least two-thirds of the voting rights represented at a shareholders meeting attended by shareholders representing a majority of the total issued shares. Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting, which shall be signed or bear the seal of the chairman of the meeting and shall be distributed to all shareholders within 20 days after the close of the meeting.

The distribution of the minutes of shareholders’ meeting as required in the preceding paragraph may be made by means of public announcements.

Chapter 4 Directors and Supervisors

Article 16

The Company shall have seven to eleven (7~11) directors and two to four (2~4) supervisors to be elected by adopting the candidate nomination system. They shall be elected by the shareholders meeting from among the slate of director and supervisor candidates. The term of their office shall be three (3) years and they are eligible for re-election.

The Company shall have, among the aforementioned directors, at least two independent directors, and the number of independent directors shall be no less than one-fifth of the total number of directors. The professional qualification, shareholding, restriction on the concurrent posts, the means of nomination and election of independent directors and other matters to be complied with, shall all be in accordance with the relevant rules of the competent authority of securities.

The Company shall set up the audit committee to replace supervisors in accordance with Securities Exchange Act, Article 14-4, from 2021 shareholders meeting. The audit committee shall be composed of all independent directors. The power execution and relevant matters of the audit committee shall be handled in accordance with relevant laws and regulations. Provisions regarding supervisors in the Company’s Articles of Incorporation shall be no longer in force from the date of the establishment of the audit committee.

Article 17

The board of directors shall consist of the directors of the Company. The chairman of the board of directors shall be elected by and among the directors by a majority of

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directors present at a meeting attended by more than two-thirds of directors. The chairman of the board of directors shall externally represent the Company.

The reasons for convening a board of directors’ meeting shall be notified to each director and supervisor at least seven days in advance. If the board of directors’ meeting needs to be convened due to emergency, it may be convened at any time. In order to convene the board of directors’ meeting, notice may be made by written notice, fax or e-mail.

Article 18

Where the chairman of the board of directors is on leave or can’t exercise his powers or perform his duties for any reason, an acting chairman shall be designated in accordance with Article 208 of the Company Act. Where a director is unable to attend the meeting of the board of directors, he may appoint another director as his proxy to attend the meeting by issuing a letter of proxy. Each director can act as a proxy for only one other director.

Article 19

Unless otherwise provided for in the Company Act, resolutions of the board of directors shall be adopted by a majority of the directors at the meeting attended by a majority of the directors.

Article 20

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

Article 21

The supervisors shall perform their duties of supervision in accordance with laws and regulations, and may attend the board of directors’ meeting, but may not have voting rights.

Article 22

No matter the Company’s profits or losses, the Company shall pay remuneration for the directors and supervisors conducting the business of the Company. The remuneration to the directors and supervisors shall be determined by the board of directors in consideration of the directors’ and supervisors’ participation in and devotion to the operation of the Company as well as reference to the common practical standards.

The Company may purchase liability insurance policies for directors and supervisors during the tenure of their offices and within the scope of damages results from the performances of their official duties.

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Chapter 5 Managers

Article 23

The Company may have one general manager, several vice general managers and managers, whose appointment, removal and remuneration shall be handled in accordance with Article 29 of the Company Act.

Chapter 6 Accounting

Article 24

The fiscal year of the Company is annually from 1 January until 31 December. Upon closing of each fiscal year, the board of directors shall prepare the following statements and reports and shall submit the same to the supervisors for inspection no later than thirty (30) days prior to the meeting date of the general shareholders’ meeting for ratification:

The business report.
The financial statements.
The proposal for distributing earnings or covering losses.

Article 25

If the Company has profit at the end of each fiscal year, the Company shall allocate 4% to 8% of profit as employees’ compensation. The board of directors can determine to issue stock or distribute cash to employees, including employees of the Company’s controlled companies or subsidiaries who meet certain qualifications. The conditions of “certain qualifications” are authorized by the board of directors to be determined. The Company may allocate no more than 5% of profit as directors’ and supervisors’ remuneration. Employees’ compensation and directors’ and supervisors’ remuneration shall be reported to the shareholders’ meeting.

When the Company has retained losses, profit shall be retained to offset previous years’ losses before distribution of profit as indicated above shall apply.

If the Company has earnings at the end of the fiscal year, the Company shall first allocate the earnings to pay taxes and cover accumulated losses, and then 10% of the remaining net earnings shall be allocated as the Company’s legal reserve unless and until the accumulated legal reserve reaches the paid in capital. Certain amount shall be further allocated as special reserve or the special reserve shall be reversed in accordance with applicable laws and regulations or as requested by the competent authority. The balance (if any) together with accumulated unappropriated retained earnings can be distributed after the distribution plan proposed by the board of directors. If the allocation is made through the issuance of new shares, the distribution plan shall be submitted for shareholders’ meeting approval for the distribution. If the allocation is paid in cash, the board of directors shall be authorized

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to resolve such distribution upon the approval of the majority of the directors present at a board meeting attended by two-thirds or more of directors, and report to the shareholders’ meeting according to the requirements under paragraph 5, Article 240 of the Company Act.

The Company’s dividend policy is to take into consideration the Company’s industrial environment and growth phases, future demands of funds, long-term financial planning, and the cash flows that the shareholders desire. With respect to distribution of dividends, no less than 30% of the retained earnings available for distribution of the current year shall be distributed to shareholders as dividends, which may be distributed in stock dividend or cash dividend, and the distribution of cash dividend shall not be less than 10% of total dividends. If the retained earnings available for distribution of the current year do not reach 1% of the paid in capital of the Company, the Company may distribute no dividend.

The board of directors is authorized to resolve the distribution of cash regarding the entire or partial legal reserve and capital reserve upon the approval of the majority of the directors present at a board meeting attended by two-thirds or more of directors, and report to the shareholders’ meeting according to the requirements under Article 241 of the Company Act.

Chapter 7 Supplementary Articles

Article 26

With respect to the matters not provided herein, the Company Act and other relevant laws and regulations shall govern.

Article 27

These Articles of Incorporation were enacted on July 12, 1983.

The first amendment was made on August 12, 1985.

The second amendment was made on April 15, 1986.

The third amendment was made on June 9, 1994.

The fourth amendment was made on November 29, 1997.

The fifth amendment was made on November 21, 1998.

The sixth amendment was made on May 30, 1999.

The seventh amendment was made on December 28, 1999.

The eighth amendment was made on June 9, 2000.

The ninth amendment was made on May 8, 2001.

The tenth amendment was made on May 31, 2002. The eleventh amendment was made on June 3, 2005. The twelfth amendment was made on June 14, 2006. The thirteenth amendment was made on June 13, 2008. The fourteenth amendment was made on June 16, 2009.

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The fifteenth amendment was made on June 18, 2010. The sixteenth amendment was made on June 6, 2012. The seventeenth amendment was made on June 6, 2014. The eighteenth amendment was made on June 24, 2015. The nineteenth amendment was made on June 17, 2016. The twentieth amendment was made on June 10, 2020.

AHOKU ELECTRONIC COMPANY Chairman: Li, Guang-Hao

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Appendix 2

AHOKU ELECTRONIC COMPANY

Rules and Procedures of Shareholders’ Meeting

Article 1

Shareholders’ Meeting of the Company (the “Meeting”) shall be conducted in accordance with these Rules and Procedures. Any matter not provided in these Rules and Procedures shall be handled in accordance with relevant laws and regulations.

Article 2

The Meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m.

The process of the Meeting shall be taperecorded or videotaped and these tapes shall be preserved for at least one year.

Article 3

If a shareholders’ meeting is convened by the board of directors, the meeting 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.

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.

Article 4

The Company shall prepare an attendance book for attending shareholders to sign in, or shareholder present may hand in an attendance card in lieu of signing on the attendance book. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book or the attendance cards handed, plus the number of shares whose voting rights are exercised by correspondence or electronically.

Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one representative to attend the Meeting.

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If a corporate shareholder designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item.

Article 5

The Company may appoint designated counsel, certified public accountant or other related persons to attend the Meeting.

Persons handling affairs of the Meeting shall wear identification cards or badges.

Article 6

Attendance and voting at the Meeting shall be calculated based on the number of shares.

Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and the Meeting shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum can yet be constituted but the shareholders present at the Meeting represent more than one-third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Act.

If during the process of the Meeting the number of outstanding shares represented by the shareholders present becomes sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company Act.

Article 7

The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda.

The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the Board of Directors, entitled to convene such Meeting.

Unless otherwise resolved at the Meeting, the chairman can’t announce adjournment of the Meeting before all the discussion items (including special motions) listed in the agenda are resolved. In the event that the chairman adjourns the Meeting in violation of these Rules and Procedures, the shareholders may designate, by a majority of votes represented by shareholders attending the Meeting, one person as chairman to continue the Meeting.

The shareholders can’t designate any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned.

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Article 8

When a shareholder present at the Meeting wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder’s number (or the number of Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman.

Unless otherwise permitted by the chairman, each shareholder shall not, for each discussion item, speak more than two times (each time not exceeding 5 minutes). In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder.

If any shareholder present at the Meeting submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of actual speech shall prevail.

Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders, otherwise the chairman shall stop such interruption.

Article 9

After the speech of a shareholder, the chairman may respond himself/herself or appoint an appropriate person to respond.

Article 10

The chairman may announce to end the discussion of any resolution and go into voting if the chairman deems it appropriate.

Article 11

When the Company holds a shareholders’ meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means.

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.

In regards to the resolution of proposals, unless otherwise provided for in the relevant laws and regulations of the Company Act and the Articles of Incorporation of the Company, resolution shall be passed by a majority of the voting rights represented by the shareholders attending the Meeting.

The proposal for a resolution shall be deemed approved if no objection or waiver expressed by the shareholders casting their votes via electronic means, and if the chairman inquires and receives no objection from the shareholders in attendance in person.

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Article 12

The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the chairman. The person(s) checking the ballots shall be a shareholder(s).

Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the Meeting, and a record made of the vote.

Article 13

If there is amendment to or substitute for a discussion item, the chairman shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any one of them has been adopted, the others shall be deemed vetoed and no further voting is necessary.

Article 14

When a meeting is in progress, the chairman may announce a break based on time considerations. If a force majeure event occurs, the chairman may rule the Meeting temporarily suspended and announce a time when, in view of the circumstances, the Meeting will be resumed.

If a meeting fails to complete all of the items on the Meeting agenda, a resolution may be adopted at the Meeting to defer or resume the Meeting within 5 days without the need to make any further written notices or published announcements to the shareholders.

Article 15

The chairman may conduct the disciplinary officers or the security guard to assist in keeping order of the Meeting place. Such disciplinary officers or security guards shall wear badges marked “Disciplinary Officers” for identification purpose.

Article 16

Any matters not adequately provided for herein shall be subject to handling in accordance with the Company Act, Securities and Exchange Act, Articles of Incorporation of the Company and other relevant laws and regulations.

Article 17

These Rules and Procedures shall be effective from the date it is approved by the shareholders’ meeting. The same applies in case of revision.

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Appendix 3

AHOKU ELECTRONIC COMPANY Rules for Directors and Supervisors Elections (before amendment)

Article 1

The directors and supervisors of the Company shall be elected in accordance with the Rules specified herein.

Article 2

All persons with disposing capacity shall be elected as directors or supervisors of the Company.

The directors and supervisors of the Company shall be elected through cumulative voting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. Each share shall be entitled to one vote for each director or supervisor to be elected. The holder of the shares may cast all votes for one candidate, or may distribute the votes among several candidates.

Article 3

At the beginning of the election, the chairman shall appoint several persons to check and record the ballots. The persons to check the ballots may be appointed from among the shareholders present.

Article 4

According to the number of directors and supervisors as specified in the Company’s Articles of Incorporation, and the statistical outcome of electronic votes platform and ballots, candidates obtaining the most number of votes shall be elected and served as independent directors, non-independent directors or supervisors accordingly. In case two or more persons obtain the same number of votes and the number of such persons exceeds the specified seats available, they shall draw lots to determine who should win the seats available, and the chairman shall draw lots on behalf of the candidate not present.
If a candidate is elected at the same time as director and supervisor in accordance with the preceding paragraph, he/she may not concurrently serve as the director and supervisor of the Company, and shall decide which position to be assumed. The vacancy shall be filled in by the candidate with major voting in the same election. If he/she fails to make his/her own decision at the time of election on the site, the chairman shall decide in the order of the directors and supervisors.
The Company shall have more than half of elected directors, and at least one or more elected supervisors, or one or more elected supervisors and elected directors,
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among whom no following relationship exists:

(1) A spousal relationship.
(2) A familial relationship within the second degree of kinship.
The elected directors or elected supervisors don’t meet the item 3 of the Article 4 of the Rules, determination of which directors or supervisors are elected shall be made according to the following provisions:
(1) When there are some among the directors who don’t meet the conditions, the election of the director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.
(2) When there are some among the supervisors who don’t meet the conditions, the provisions of the preceding subparagraph shall apply mutatis mutandis.
(3) When there are some among the directors and supervisors who don’t meet the conditions, the election of the supervisor receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.
When the government or a juristic person is a shareholder of the Company, except with the approval of the Competent Authority, a representative of the government or juristic person may not concurrently be selected or serve as the director or supervisor of the Company.
A supervisor shall not be concurrently a director, a managerial officer or other staff / employee of the Company. In order to exercise the prompt supervision power, supervisors of the Company should have a domicile within the territory of the Republic of China.

Article 5

The board of directors shall prepare separate ballots for directors and supervisors in numbers corresponding to the directors and supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders’ meeting. The election held by electronic votes requires no ballots.

The ballots of directors shall be cast for independent directors and non-independent directors in consolidation and shall be elected respectively.

Article 6

If a candidate is a shareholder, a voter must enter the candidate’s account name and shareholder account number in the “candidate” column of the ballot; for a non-shareholder, a voter shall enter the candidate’s full name and identity card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate’s account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When

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there are multiple representatives, the name of each respective representative shall be entered.

Article 7

A ballot is invalid under any of the following circumstances:

The ballot isn’t in the form provided in accordance with the Article 5 of the Rules;
A blank ballot is placed in the ballot box;
The handwriting is unclear and indecipherable or has been altered;
The candidate whose name is filled in on the ballot is a shareholder, but the candidate’s account name and shareholder account number don’t conform with those given in the shareholder register, or the candidate whose name is filled in on the ballot is a non-shareholder, and a cross-check shows that the candidate’s name and identity card number don’t match;
Other words or marks are filled in on the ballot in addition to the candidate’s account name or shareholder account number (or identity card number) and the number of voting rights allotted.
The name of the candidate filled in on the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided on the ballot to identify such individual.
There are two or more than two candidates filled in on the same ballot.

Article 8

In the election of directors and supervisors of the Company, the ballot box used for voting shall be prepared by Board of Directors and checked in public by the person to check the ballots before voting.

Article 9

The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and supervisors and the numbers of votes with which they were elected, shall be announced by the chairman on the site.

Article 10

The Company shall issue notifications to the directors and supervisors elected.

Article 11

If directors are removed with cause so that the Board of Directors has less than five directors, the Company shall handle directors by-election in the latest shareholders’ meeting. In case the director’s vacancy reaches one-third of the number of seats stipulated in the Articles of Incorporation of the Company, the Company shall convene the extraordinary shareholders’ meeting to handle directors by-election within 60 days from the date of occurrence.

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If independent directors are removed with cause so that the number of independent directors doesn’t meet the Articles of Incorporation of the Company, the Company shall handle independent directors by-election in the latest shareholders’ meeting. In case all independent directors are resigned, the Company shall convene the extraordinary shareholders’ meeting to handle independent directors by-election within 60 days from the date of occurrence.

If supervisors are removed with cause so that the number of supervisors doesn’t meet the Articles of Incorporation of the Company, the Company shall handle supervisors by-election in the latest shareholders’ meeting. In case all supervisors are resigned, the Company shall convene the extraordinary shareholders’ meeting to handle supervisors by-election within 60 days from the date of occurrence.

Article 12

Any matters not adequately provided for herein shall be subject to handling in accordance with the Company Act, Articles of Incorporation of the Company and other relevant laws and regulations.

Article 13

These Rules and any revision thereof shall become effective after approval at the shareholders’ meeting.

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Appendix 4

Shareholding of Directors and Supervisors

As of the book closure date (April 12, 2021) of this year’s annual general shareholders’ meeting, the paid-in capital of the Company is NT$ 1,020,000,000, the issued and outstanding shares are 102,000,000 shares.
According to Article 26 of “Securities and Exchange Act” and “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”, the minimum shareholding held by all directors of the Company shall be 8,000,000 shares and that held by all supervisors of the Company shall be 800,000 shares. (Note 1)
As of the book closure date of this year’s annual general shareholders’ meeting, the shareholding held by individual and all directors and supervisors is listed in the table below, which has been in accordance with the aforementioned statutory standard.

Shareholding of Individual and All Directors

Unit: shares; %

			Unit: shares;%
Title	Name	Current Shareholding	Shareholding Ratio
Chairman	Li,Guang-Hao	8,332,359	8.17%
Director	Weng,Zhen-Xiang	3,606,532	3.54%
Director	Chen,Mei-Ling	6,177,651	6.06%
Director	Zhuang,Li-Yu	10,084	0.01%
Director	Li,Wen-Han	9,009,103	8.83%
Independent Director	Huang,Rong-Wen	0	0.00%
Independent Director	Zhang,Jia-Xian	0	0.00%
Total		27,135,729	26.61%

Shareholding of Individual and All Supervisors

Unit: shares; %

			Unit: shares;%
Title	Name	Current Shareholding	Shareholding Ratio
Supervisor	Chen,Hui-Fen	749,968	0.74%
Supervisor	Han,Dong-Lian	5,000	0.00%
Supervisor	Li,Shu-Ying	258,823	0.25%
Supervisor	Huang,Zhang-Qing	55,125	0.05%
Total		1,068,916	1.04%

Note1: According to Article 2 of “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”, if a public company has elected two or more independent directors, the share ownership figures calculated at the rates for all directors and supervisors other than the independent directors shall be decreased to 80 percent.
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Appendix 5

Other Explanation

The impact of stock dividends issuance on business performance, earnings per share and shareholders’ return on investment:
The Company will not distribute any stock dividends this fiscal year, so this item is not applicable.
The explanation for handling the proposals of the shareholders in this year’s Annual General Shareholders’ Meeting:
(1)According to Article 172-1 of the “Company Act”, any shareholder holding one percent or more of the total number of outstanding shares may propose to the Company a written proposal for discussion in the annual general shareholders’ meeting, provided that only one agenda shall be allowed, and such proposal shall be elaborated by 300 words or less.
(2)The acceptance period for the proposals to be resolved in this year’s annual general shareholders’ meeting is from April 1 to April 12, 2021. The aforementioned information has been lawfully published on the Market Observation Post System.
(3)There was not any proposal submitted by any shareholder during the said acceptance period.
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AI assistant

AHOKU — AGM Information 2021

52239_rns_2021-08-30_3d974b3a-9711-4909-a568-b7cdbd5f0edb.pdf

AHOKU ELECTRONIC COMPANY

2021 Annual General Shareholders’ Meeting Meeting Handbook

Table of Contents

IV. Appendices

AHOKU ELECTRONIC COMPANY

2021 Annual General Shareholders’ Meeting Procedures

AHOKU ELECTRONIC COMPANY 2021 Annual General Shareholders’ Meeting Agenda

I. Call the Meeting to Order (Report the attendance)

II. Chairman Remarks

III. Report Items

IV. Ratification Items

V. Discussion Items

VI. Election Items

VII. Other Proposals

VIII. Extemporary Motions

IX. Adjournment

Report Items

Item No.1: 2020 Business Report.

Item No.2: Supervisors’ Review Report on the 2020 Financial Statements.

Item No.3: Report on Distribution of the 2020 Employees’ Compensation and Directors’ and Supervisors’ Remuneration.

Explanation:

Item No.4: Report on Distribution of the Cash Dividends from 2020 Earnings.

Explanation:

Item No.5: Report on the Status of the Share Buyback Plan. Explanation:

Ratification Items

Resolution:

Item No.2: (Proposed by the Board of Directors) Proposal: Adoption of the Proposal for Distribution of 2020 Earnings. Explanation:

Resolution:

Discussion Items

Item No.1: (Proposed by the Board of Directors) Proposal: Amendment to the “Articles of Incorporation”. Explanation:

Item No.2: (Proposed by the Board of Directors)

Proposal: Amendment to the “Rules for Directors and Supervisors Elections”.

Explanation:

Resolution:

Item No.3: (Proposed by the Board of Directors) Proposal: Amendment to the “Procedures for Acquisition or Disposal of Assets”.

Explanation:

Resolution:

Item No.4: (Proposed by the Board of Directors) Proposal: Amendment to the “Procedures for Financial Derivatives Transactions”.

Explanation:

Resolution:

Item No.5: (Proposed by the Board of Directors) Proposal: Amendment to the “Operational Procedures for Lending Funds to Other Parties”.

Explanation:

Resolution:

Item No.6: (Proposed by the Board of Directors) Proposal: Amendment to the “Operational Procedures for Making Endorsements and/or Guarantees”.

Explanation:

Resolution:

Election Items

Item No.1: (Proposed by the Board of Directors) Proposal: To Elect the Company’s 12[th] Term of the Directors. Explanation:

Election Results:

Other Proposals

Item No.1: (Proposed by the Board of Directors) Proposal: To Release the Newly Elected Directors from the Non-Competition Restrictions.

Explanation:

Resolution:

Extemporary Motions

Adjournment

2020 Business Report

1. Results of Implementation of Business Plan

2. Execution of the Budget

3. Financial Revenue and Expenses and Profitability Analysis

AHOKU ELECTRONIC COMPANY Supervisors’ Review Report

Submit to

AHOKU ELECTRONIC COMPANY

The second “Plan of Share Buyback and Transferring to Employees”

Article 1 Purpose

Article 2 Type of transfer of shares, content of rights and restrictions on rights

Article 3 Transfer period

Article 4 Transferee’s eligibility

Article 5 Numbers of shares to be subscribed by employees

Article 6 Transfer procedure

Article 7 The transfer price of the shares

Article 8 Rights and obligations of shares after transfer

Article 9 Other related rights and obligations of the Company and employee

Article 10

Article 11

Article 12

Independent Auditors’ Report

Opinion

AHOKU AGM Information 2021