Altek — AGM Information 2021

Sep 13, 2021

Stock Code: 3059

Altek Corporation

Handbook for

2021 Annual General Shareholders’ Meeting (Translation)

Date : June 17, 2021 at 9 a.m. Place: Room 203, No.2, Zhanye 1st Rd., Hsinchu City, Taiwan

‐‐‐‐‐‐Disclaimer‐‐‐‐

This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.

Table of Contents

1. Meeting Procedure…………………………….…………………………………..….…………..	1
2. Meeting Agenda.………………………………………………………………..……..…………..	2
Report Items………….…………………………..…………………………………...……..……..	3
Recognition Items…………………………………………………………….……………………	5
Discussion Items………………………………………………………..…………………………..	7
Extraordinary Motions……….………………………………..………………………...………	11
3. Attachment
I. 2020 Business Report…….…………………………………………………………………..	12
II. Audit Committee’s Review Report…….……………………………………………….	14
III.2020 Independent Auditor’s Report and Financial Statements…………..	15
IIII.Fund Raising Methods and Handling Principles of Private Placement..	28
V. Regulations Governing the Grant of Restricted Stock Awards of 2021…	32
4. Appendix
I. Articles of Incorporation…….…………………………………….…………………………	35
II. Rules of Procedure for Shareholders’ Meeting……………………………………	41
III. Shareholdings of Directors…………………………………………………………………	45

Altek Corporation

The 2021 Annual General Shareholders’ Meeting Procedures

I. Call Meeting to Order

II. Chairman’s Address

III. Report Items

IV. Recognition Items

V. Discussion Items

VI. Extraordinary Motions

VII. Adjournment

1

Altek Corporation

The 2021 Annual General Shareholders’ Meeting Agenda

Time : June 17, 2021 (Thursday) at 9:00 am

Place : Room 203, No. 2, ZhanYe 1[st] Road, Hsinchu City, Taiwan (R.O.C.)

Agenda

• I. Call Meeting to Order (Announcing the shareholding of the attendees)

• II. Chairman’s Address

• III. Report Items

• (I) 2020 Business Report.

• (II) Audit Committee’s review report.

• (III) Distribution of 2020 profit sharing bonus to employees and directors.

• (IV) Report on cash dividend to shareholders.

• (V) To report the issuance of new common shares in private placement and/or issuance of domestic or overseas convertible bonds in private placement in 2020.

• IV. Recognition Items

• (I) 2020 business report and financial statements.

• (II) Distribution of 2020 surplus earnings.

• V. Discussion Items

• (I) To approve the issuance of new common shares in private placement and/or issuance of domestic or overseas convertible bonds in private placement.

• (II) To issue Restricted Stock Awards

• (III) Proposition for Company’s subsidiary, Altek Biotechnology Holding

  • (Cayman) Co., Ltd., to apply listing for trading on overseas securities markets.

• VI. Extraordinary Motions

VII. Adjournment

2

Report Items

Proposal 1: 2020 Business Report

Explanations:

Please refer to Attachment 1 (Page12~13) for the 2020 Business Report.

Proposal 2: Audit Committee’s review report

Explanations:

Please refer to Attachment 2 (Page 14) for the Audit Committee’s review report.

Proposal 3: Distribution of 2020 profit sharing bonus to employees and directors.

Explanations:

I.According to Article 25 of the Company’s Articles of Incorporation, the Company shall appropriate 10%~20% of the annual earnings, if any, as employees’ profit sharing bonus and appropriate no more than 2% of the annual earnings as director’s bonus.

• II.It’s proposed to appropriate 15% of the annual earnings, equivalent to NT$31,623,898 as employees’ profit sharing bonus and 2% of the annual earnings, equivalent to NT$4,216,519, as director’s bonus. The aforementioned amounts are the same as the amounts estimated in 2020 and will all be paid in cash.

3

Proposal 4: Report on cash dividend to shareholders.

Explanations:

• I.According to Article 26 of the Company’s Articles of Incorporation, the distributable dividends and bonuses in whole or in part may be paid in cash after a resolution has been adopted by a meeting of the board of directors and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

• II.Cash dividends to common shareholders: Totaling NT$134,248,663. Each common shareholder will be entitled to receive a cash dividend of NT$0.5 per share. The cash dividend less than NT$1 for the odd shares will be booked as other income of the Company.

• III.The Board of Directors resolved to authorize the Chairman to schedule the ex-dividend date, dividend distribution date. If the outstanding shares are affected by the changes in the capital stock of the Company and thus affects the distribution ratio to shareholders, the Chairman is authorized to handle the relevant matters discretionally

• Proposal 5: To report the issuance of new common shares in private placement and/or issuance of domestic or overseas convertible bonds in private placement in 2020.

Explanations:

• I.The Annual General Shareholders’ Meeting held on June 12, 2020 approved to issue new common shares in private placement and/or issue domestic or overseas convertible bonds in private placement (hereinafter “the Fund Raising”) not exceeding 60,000,000 shares subject to Article 43‐6 of Securities and Exchange Act, and to carry out the Fund Raising in single or combo instruments, one or multiple run(s) within one year.

• II.The Fund Raising has yet been executed and it will be due on June 11, 2021. The Board of Directors has resolved to cease the Fund Raising in the remaining period.

4

Recognition Items

Proposal 1: 2020 business report and financial statements (Proposed by the Board of Directors)

Explanations:

I.The Company’s 2020 financial statements were audited by CPA Chiang, Tsai-Yen and CPA Li, Tien-Yi of PricewaterhouseCoopers Taiwan which were presented and resolved along with the business report in the 4[th] board meeting of the 9[th] term of Board of Directors as well as reviewed by the Audit Committee.

II.Please refer to Attachment 1 (Page 12~13) for the business report and Attachment 3 (Page 15~27) for the independent auditor’s report and financial statements.

Resolutions:

5

Proposal 2: Distribution of 2020 earnings (Proposed by the Board of Directors)

Explanations:

I.The Company plans to distribute the 2020 earnings in accordance with the Company Act and the Company’s Articles of Incorporation as follows:

	Unit: NTD
Item	Amount
Unappropriated earnings – beginning Add: The 2020 net income Add: The actuarial benefits of the current defined benefit plan Less: 10% legal reserve Less: Special reserve Current earnings available for distribution Distribution: Cash dividend (NT$0.5 per share) Stock dividend Unappropriated earnings - ending	2,090,219,959 160,356,879 (922,627) (15,943,425) (59,231,347) 2,174,479,439 (134,248,663) 0 2,040,230,776
Note 1:The cash dividend per share for the aforementioned shareholder is computed in accordance with the 268,497,325 shares entitled to the dividend distribution as of March 3, 2021. The cash dividend less than NT$1 for the odd shares will be booked as other income of the Company. Note 2:The distribution of earnings is based on the earnings generated in 2020 and the insufficient amount, if any, is to be replenished with the earnings of previous years according to the last-in-first-out principle.

Resolutions:

6

Discussion Items

• Proposal 1: To approve the issuance of new common shares in private placement and/or issuance of domestic or overseas convertible bonds in private placement. (Proposed by the Board of Directors)

• Explanations:

• I.To invest the high-end technologies, enrich working capital, repay borrowings, reinforce financial structures, invite strategic investors and support the Company’s development funding needs, taking fund-raising flexibility into consideration and in accordance with Article 43-6 of the Securities and Exchange Act, it is proposed that the shareholders meeting to authorize the Board of Directors, within the limit of 60,000,000 common shares, to raise funds through private placement based on the Company’s needs and market conditions. Afore-mentioned private placement includes single or combo instruments such as issuance of new common shares for cash in private placement ("Private Placement Common Shares") and/or issuance of overseas or domestic convertible bonds in private placement (“Private Placement CB”), and shall be executed by one or two run(s). For issuance of Private Placement CB, the number of common shares to be converted shall be calculated in accordance with the conversion price at the time of issuance and shall be no more than 60,000,000 shares. Considering the capital market’s effectiveness, feasibility and costs to raise capital, the benefits to maintain long-term relationship with strategic partners and the no-trading period of 3 years by such security issuance of private placement, the Company proposed to raise funds through private placement, rather than public offering. Please refer to Attachment 4(Page 28~31) for the amount of fund-raising, the basis and rationality to determine the issue price, the method of determining specific investors, objective, necessity and anticipated benefit, the necessity for issuance of Private Placement and the use of proceeds and the anticipated benefit.

• II.It’s proposed that the shareholders meeting to authorize the Board to adjust and process the Private Placements conditions, convertible bond issuance and conversion scheme, use of proceeds, schedule, anticipated benefit and other relevant matters based on the Company’s needs, market conditions, relevant laws and regulations, instruction by competent authority.

• III.The Chairman or designated personnel shall be authorized to process all matters related to the Private Placement and sign relevant contracts on behalf of the Company.

• IV.For matters not mentioned herein, the Board of Directors shall be authorized to process fully by relevant laws and regulations.

Resolutions:

7

Proposal 2: To issue Restricted Stock Awards (Proposed by the Board of Directors) Explanations:

I.To attract, retain professional personnel and to enhance company competitiveness, growth and profitability, it is proposed to issue restricted stock awards (“RSA”).

II.Principal terms and conditions

• 1.Total amounts(shares) of issuance:

The number of shares issued under this plan shall not exceed 1,500,000 common shares with par value at NT10, for a total amount of NTD 15,000,000.

The issuance shall be filed to the competent authority in one tranche or multiple tranches within one (1) year from the date of the resolution of the Shareholders Meeting, and be granted in one tranche or multiple tranches within one (1) year from the date when the application becomes effective.

2.Conditions of Issuance

• (1).Issuance Price: The issuing price is gratuitous.

• (2).Vested Conditions:

• Employees continuously employing with the Company or the company's domestic and foreign control or subordinate companies through the vesting dates to the following vested periods with personal performance B+ or higher, no violation any work rules, will receive the vested shares as below:

Within one month after the expiration of one year: 50% of shares acquired. Within one month after the expiration of two years: 50% of shares acquired.

• (3).Type of shares to be issued: common shares.

• (4).Handling of employee’s failure to meet the vested conditions or in the event of inheritance.

The Company will redeem the issued RSA and cancel the full number of the shares in accordance with the terms of the issuance rules set by the Company.

• 3.Qualification, requirements and number of shares granted

• (1).Qualification, requirements

Full-time employees of the company's domestic and foreign control or subordinate companies who are already employed on the date that such restricted shares are awarded shall be eligible to receive the RSA. The alleged control or subordinate company is in accordance with the standard identification about Article 369-2 of Company Act. The number of granted shares shall be determined by seniority, position, performance, overall contribution, special contribution and other factors in management. The list and shares to be granted shall be reviewed by the Chairman and be approved by Board. However, for employees who are managerial officers or Board members, the award of such shares shall obtain approval of the Compensation Committee in advance.

• (2).Number of shares granted

For each employee, the cumulative number of shares of employee stock warrants to be subscribed, plus the cumulative number of new restricted employee shares granted, may not exceed 0.3 percent of the Company’s total issued shares. And the above in combination with the cumulative number of shares of employee stock warrants to be subscribed, may not exceed 1 percent of the issuer’s total issued shares.

8

• 4.Necessity for issuing restricted stock awards

• To attract and retain professional personnel, to motivate employees and enhance their centripetal force so as to jointly create the Company’s and shareholders’ interests.

• 5.Estimated expense amount

The Company shall evaluate the shares’ fair market value on delivery day and recognize expenses annually during the vested period. The estimated maximum amount based on the closing price NTD 34.75 of March 3, 2021 is NTD 52,125,000. The estimated amortized expense from 2021 to 2023 is NTD 16,289,000, NTD28,234,000 and NTD 7,602,000, respectively, under the assumption of issuance at the end of August 2021. The impact on the company's expense will be reduced accordingly if the restricted stock award would be issued to the full-time official employee of the domestic or foreign control or subordinate company.

• 6.Dilution of EPS and other factors affecting shareholder’s equity

• The maximum dilution of the Company’s EPS from 2021 to 2023 is NTD 0.06, 0.11, and 0.03, respectively. The influence on the Company EPS is limited, hence there’s no material impact on the shareholder’s equity.

• III.Please refer to Attachment5 (Page 32~34) for the Regulations Governing the Grant of Restricted Stock Awards of 2021.

• IV.If some revision or adjustment has to be made, after the proposal has been adopted by the 2021 Annual Shareholders Meeting, due to competent authority’s instruction, amendment to the laws and regulations or other matters not mentioned herein, it is proposed that the Shareholders Meeting authorizes the Board of Directors with full power to handle all issues regarding the issuance of restricted stock awards.

Resolutions:

9

Proposal 3: Proposition for Company’s subsidiary, Altek Biotechnology Holding (Cayman)

Co., Ltd., to apply listing for trading on overseas securities markets. (Proposed by the Board of Directors)

Explanations:

• I. Purpose of applying for listing and trading in an overseas securities market: The Company’s subsidiary Altek Biotechnology Holding (Cayman) Co., Ltd.(hereinafter referred to as “Altek Cayman”) is considering for applying and listing in an overseas securities market, for expanding its business, enhancing global competitiveness and fundraising channels. The overseas securities markets currently under consideration is including the Stock Exchange of Hong Kong Limited.

• II.Impact on the finance and business of the Company, the proposed changes in the organizational structure and business and the proposed changes in the organizational structure and business on the company.

• III.listed company

• (1) Impact on the company's finance and business

• The overseas listing of Altek Cayman will increase the fundraising channels and provide a more efficient and multiple source of funds for the future working capital and capital expenditure needs. The global demand for medical equipment is expected to increase in the post-epidemic era, therefore the overseas listing can increase international visibility and have positive impacts on the financial and business.

• (2)impact of the proposed changes in the organizational structure and business on the company:

• The business of Altek Cayman will be maintained the same, and the organizational structure will be more clearly divided. If listing successfully, the company still retains as the controlling shareholder, posing no material impact on the Company.

• IV.Method of shareholding dispersal and proposed percentage of shareholding or contributions reduction, basis of price determination and parties to whom equities are to be assigned or specified persons being contacted.

• (1) Method of shareholding dispersal and proposed percentage of shareholding or contributions reduction:

• According to the plan under consideration, this shareholding dispersal will adopt the method of issuing new shares in accordance with applicable laws and regulations of the place of listing. It is currently expected that the amount of new shares issued to the public (including pre-listing investors) will not less than 25% and not higher than 35% of the total share capital after this new shares issuance. Under circumstances that are conducive to the long-term business development of Altek Cayman, the company may also consider introducing pre-listing investors who comply with the laws of the place of listing in a non-public manner before submitting the overseas listing application by Altek Cayman. If this happens, the number of new shares issued by Altek Cayman to the public will be adjusted accordingly to ensure that the shareholding percentage of public shareholders (including pre-listing investors) remains at a level of not less than 25% and not higher than 35% of the total share capital after this new shares issuance by Altek Cayman.

10

• (2) Parties to whom equities are to be assigned or specified persons being contacted:

• According to the relevant laws and regulations of the place of listing, the target of The new stock issuance is the inquiring target that meets the local laws and regulations of the securities authority of the listing place, and the qualified investors who meet the regulations of the local securities authority, the company will not participate in the subscription.

• V. Any effect on the ongoing listing of the company:

• The overseas listing of Altek Cayman has no impact on the company's continued listing on the Taiwan Stock Exchange.

• VI. Any other matters that need to be specified:

• (1) The company takes the long-term development into account for Altek Cayman, therefore it is considering applying for Altek Cayman to be listed on the overseas securities market, but has not yet submit the application. There are still several uncertainties regarding the application submitting, the timing of the application, the duration of the application process, and the approval of the application.

• (2) It is proposed to request the shareholders’ meeting to authorize the board of directors and/or Altek Cayman’s board of directors or their authorized persons to make adjustments based on the implementation of the listing, the opinions of relevant government authorities, the laws and regulations of the place of listing, market conditions, or actual applicable conditions, and Fully handle matters related to this listing on overseas stock exchanges, including but not limited to appointing professional consultants, deciding on the issuance conditions, issuance time, issuance quantity, issuance target, issuance method, pricing method, whether to implement allotment (including Allotment ratio and allotment targets, etc.)and over-allotment ,issuance price (including price range and final price),base date of capital increase, use of raised funds, issuance of commitment letters, declaration letters, confirmation letters and relevant listing application documents, and everything else Matters related to the listing (including the introduction of investors before listing).

Resolutions:

Extraordinary Motions

Adjournment

11

Attachment 1

Altek Corporation

2020 Business Report

The world experienced the impact of the COVID-19 pandemic and the Sino-U.S. trade war in 2020. Despite the severe impact on the industry and economy, Altek Corporation had focused on pandemic prevention to ensure employee safety and quickly resumed work and production to respond to the needs of customers and the market worldwide. Due to the increasing demand for pandemic medical care (disposable endoscopes), home office, and remote teaching, Altek had demonstrated competitive advantages from its active business transformation in recent years, from a traditional digital camera optics factory to an artificial smart imaging solution factory that provides solutions to four major industries of “medical imaging, AIoT visual imaging, smart car, and robot vision, ” and strengthens the 4 core technologies of “AI visual imaging, semiconductor chips, smart car systems, and 3D sensing technology,” enhancing Altek’s core competitiveness in serving customers worldwide.

Altek’s 2020 consolidated income was NT$6.1 billion, a slight decrease of 1.4% from last year; benefited from the demand increase due to the pandemic, the consolidated gross profit was increased to 25%, and the net income was NT$160,357 thousand with an earnings per share of NT$0.60 resulted, which demonstrated Altek’s continuing dedication, adjusting income portfolio, and improving operational quality with the business transformation and upgrading achieved.

At the same time, Altek has made the corporate vision of “Better Vision. Better Life” to be realized in recent years. Altek hopes to realize the application of superior optical imaging technology in AIoT (Artificial Intelligence of Things) and 5G that can become the next wave of growth momentum, such as smart car, AI cameras, robot vision, etc., as well as the years of R&D and production efforts in high-end medical supplies and medical imaging, such as glucose meters, insulin injection systems, disposable endoscopes, etc., exclusive key technical capabilities and global advantages strategic partnerships have been transformed into high growth momentum. Therefore, Altek has

12

become a better artificial smart visual image provider and is able to create a better life and well-being for the people in the world.

In prospect, the company will continue to invest in AI visual imaging core technology and system integration capabilities in order to strengthen the company’s technical energies and competitiveness. Also, the management team and employees will strive to overcome business challenges, improve execution, and strengthen the company’s growth and profitability and continue to create higher value for shareholders. Thanks again to all shareholders for your long-term support. I, on behalf of the company, would like to express my sincere gratitude.

Chairman & CEO

Alex Hsia

13

Attachment 2

Audit Committee’s Review Report

To: The 2021 Annual General Shareholders’ Meeting

The Board of Directors has prepared the Company’s 2020 Business Report, Financial Statements and proposal for allocation of earnings. The CPA firm of PricewaterhouseCoopers was retained to audit Altek’s Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and earnings allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Altek Corporation. According to relevant requirements of the Securities Exchange Act and the Company Act, we hereby submit this report.

Altek Corporation

Chairman of the Audit Committee

MORI SHOREI

March 25, 2021

14

Attachment 3

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR 20000187

To the Board of Directors and Shareholders of ALTEK CORPORATION

Opinion

We have audited the accompanying consolidated balance sheets of ALTEK CORPORATION AND SUBSIDIARIES (the “Group”) as of December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 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 the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards 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 Accountants 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.

15

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2020 consolidated financial statements. 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 Group’s 2020 consolidated financial statements are stated as follows:

Allowance for inventory valuation losses

Description

Please refer to Note 4(14) for description of accounting policy on inventory valuation. Please refer to Note 5(2) for accounting estimates and assumption uncertainty in relation to inventory valuation. Please refer to Note 6(6) for the details of inventories. The Group is primarily engaged in manufacturing and sales of digital image application products. As the Group is in a rapidly changing industry and the short life cycle of electronic products and the highly competitive nature of the market, there is a higher risk of incurring inventory valuation losses or having obsolete inventory. The Group measures inventories sold at the lower of cost and net realisable value. For inventory that is over a certain age and individually identified obsolete or damaged inventory, the Group recognises losses at net realisable value. Aforementioned allowance for inventory valuation losses mainly arises from individually identified obsolete or damaged inventory. Since the value of inventories is significant, involves various types of inventory, and the individual identification of inventory usually involves management judgement which is an area that also needs to be assessed using our judgement during the audit process. Thus, we identified valuation of allowance for inventory losses as one of the key audit matters.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

• A. Obtained an understanding and assessed the provision policy on inventory valuation losses.

• B. Obtained the statement of individually identified obsolete inventory prepared by management and checked the accuracy of stock age analysis report and relevant information.

• C. Checked the accuracy of net realisable value of inventory, assessed the consistency between valuation of market value decline and its provision policy, and assessed the reasonableness of allowance for valuation losses determined by the Group.

16

Timing of sales revenue recognition

Description

Please refer to Note 4(29) for accounting policies of revenue recognition. The Group’s revenue mainly arises from export sales and the cash amounts are material. As the sales terms vary from customers who are located in Mainland China, Europe and America, the terms in customer orders and contracts needs to be properly assessed. Since this involves judgement in the determination of timing of control transfer, we consider the timing of revenue recognition as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

• A. Assessed the appropriation of policies on sales revenue recognition.

• B. Assessed and tested the design of internal controls that are relevant to sales revenue recognition and the effectiveness of execution.

• C. Performed cut-off test on sales revenue in specific period around balance sheet date.

• D. Performed confirmation and substantive test on the balance of accounts receivable at the end of period to confirm accounts receivable and that relevant sales revenue have been recorded in the proper period.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of Altek Corporation as at and for the years ended December 31, 2020 and 2019.

17

Responsibilities of management and those charged with governance for the consolidated financial statements

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

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

Those charged with governance, including audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

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

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

• A. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

• C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• D. Conclude on the appropriateness of management’s use of the going concern basis of

18

accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• E. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• F. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

19

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

Li, Tien-Yi[Chiang, Tsai-Yen ]

For and on behalf of PricewaterhouseCoopers, Taiwan

March 25, 2021

-------------------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation..

20

ALTEK CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Assets	Notes 6(1) 6(2) 6(4) 6(5) 6(6) 6(2) 6(3) 6(4) 6(7) and 8 6(8) 6(9) and 8 6(10) 6(28)	December 31, 2020 AMOUNT % $ 5,373,406 37 349,664 2 423,387 3 4,414 - 1,273,383 9 68,825 - 3,292 - 1,106,726 8 217,600 1 4,535 - 8,825,232 60 48,229 - 43,130 - 1,419,002 10 2,420,736 17 122,863 1 1,406,586 10 215,261 1 182,361 1 34,746 - 5,892,914 40 $ 14,718,146 100	December 31, 2019	December 31, 2019
		AMOUNT $ 5,373,406 349,664 423,387 4,414 1,273,383 68,825 3,292 1,106,726 217,600 4,535 8,825,232 48,229 43,130 1,419,002 2,420,736 122,863 1,406,586 215,261 182,361 34,746 5,892,914 $ 14,718,146	AMOUNT $ 6,666,055 - 371,900 - 918,019 42,095 5,481 1,038,629 194,345 5,869 9,242,393 40,156 50,644 365,285 3,135,694 131,950 763,733 153,541 161,572 40,466 4,843,041 $ 14,085,434	%
Current assets 1100 Cash and cash equivalents 1110 Current financial assets at fair value through profit or loss 1136 Current financial assets at amortised cost 1140 Current contract assets 1170 Accounts receivable, net 1200 Other receivables 1220 Current income tax assets 130X Inventories, net 1410 Prepayments 1470 Other current assets 11XX Current Assets Non-current assets 1510 Non-current financial assets at fair value through profit or loss 1517 Non-current financial assets at fair value through other comprehensive income 1535 Non-current financial assets at amortised cost 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Non-current assets 1XXX Total assets				47 - 3 - 7 - - 8 1 -
				66
				- - 3 22 1 6 1 1 -
				34
				100

(Continued)

21

ALTEK CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Liabilities andEquity

December 31, 2020 December 31, 2019 Notes AMOUNT % AMOUNT % 6(11) $ 2,330,000 16 $ 2,200,000 16 6(12) 299,798 2 229,962 2 32,568 - 34,096 - - - 4,316 - 1,296,475 9 1,010,670 7 485,953 4 424,512 3 36,763 - 39,762 - 6(16) 9,295 - 5,823 - 9,336 - 7,274 - 6(13) 437,093 3 200,878 2 4,937,281 34 4,157,293 30 6(16) 160,395 1 136,568 1 6(28) 464,691 3 449,924 3 95,176 1 95,531 1 36,750 - 29,392 - 757,012 5 711,415 5 5,694,293 39 4,868,708 35 6(17) 2,794,973 19 2,753,613 19 6(18) 2,335,226 16 2,280,487 16 6(19) 1,402,467 9 1,394,151 10 592,325 4 435,679 3 2,249,655 15 2,394,976 17 6(20) ( 697,698 ) ( 5) ( 615,359) ( 4) 6(17) ( 209,287)( 1) - - 8,467,661 57 8,643,547 61 556,192 4 573,179 4 9,023,853 61 9,216,726 65 $ 14,718,146 100 $ 14,085,434 100

Current liabilities 2100 Short-term borrowings 2110 Short-term notes and bills payable 2130 Current contract liabilities 2150 Notes payable 2170 Accounts payable 2200 Other payables 2230 Current income tax liabilities 2250 Provisions for liabilities - current 2280 Current lease liabilities 2300 Other current liabilities 21XX Current Liabilities Non-current liabilities 2550 Provisions for liabilities - non-current 2570 Deferred income tax liabilities 2580 Non-current lease liabilities 2600 Other non-current liabilities 25XX Non-current liabilities 2XXX Total Liabilities Equity attributable to owners of parent Share capital 3110 Common stock Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3500 Treasury stocks 31XX Equity attributable to owners of the parent 36XX Non-controlling interest 3XXX Total equity 3X2X Total liabilities and equity

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

22

ALTEK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)

Items

Year ended December 31 2020 2019 Notes AMOUNT % AMOUNT % 6(21) $ 6,102,675 100 $ 6,189,352 100 6(6)(26)(27) ( 4,580,745 ) ( 75) ( 5,174,937) ( 84) 1,521,930 25 1,014,415 16 6(26)(27) ( 50,790 ) ( 1) ( 57,328) ( 1) ( 327,897 ) ( 6) ( 335,763) ( 5) ( 1,058,505 ) ( 17) ( 787,765) ( 13) 12(2) 731 - 9,771 - ( 1,436,461 ) ( 24) ( 1,171,085) ( 19) 85,469 1 ( 156,670) ( 3) 6(22) 103,379 2 143,999 2 6(23) 49,171 1 45,845 1 6(24) 28,613 - 23,951 - 6(25) ( 25,195 ) - ( 25,703) - 155,968 3 188,092 3 241,437 4 31,422 - 6(28) ( 79,929 ) ( 2) ( 35,275) - $ 161,508 2 ($ 3,853) -

4000 Operating revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit gains 6000 Total operating expenses 6900 Operating profit (loss) Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit (loss) for the year

(Continued)

23

ALTEK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)

Items

Year ended December 31 2020 2019 Notes AMOUNT % AMOUNT % 6(14) ( $ 1,153 ) - ($ 1,430) - 6(3) ( 3,787 ) - ( 61,872) ( 1) 6(28) 988 - 558 - ( 3,952 ) - ( 62,744) ( 1) ( 88,390 ) ( 1) ( 310,899) ( 5) 6(28) 14,051 - 59,375 1 ( 74,339 ) ( 1) ( 251,524) ( 4) ( $ 78,291 ) ( 1) ($ 314,268) ( 5) $ 83,217 1 ($ 318,121) ( 5) $ 160,357 2 $ 84,308 1 1,151 - ( 88,161) ( 1) $ 161,508 2 ($ 3,853) - $ 100,204 1 ($ 215,938) ( 3) ( 16,987 ) - ( 102,183) ( 2) $ 83,217 1 ($ 318,121) ( 5) 6(29) $ 0.60 $ 0.31 6(29) $ 0.59 $ 0.31

Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Losses on remeasurements of defined benefit plans 8316 Unrealised losses from financial assets measured at fair value through other comprehensive income 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 Components of other comprehensive (loss) income that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8361 Currency translation differences of foreign operations 8399 Income tax relating to the components of other comprehensive income 8360 Components of other comprehensive loss that will be reclassified to profit or loss 8300 Total other comprehensive loss for the year 8500 Total comprehensive income (loss) for the year Profit (loss), attributable to: 8610 Owners of the parent 8620 Non-controlling interest Profit (loss) for the year Comprehensive (loss) income attributable to: 8710 Owners of the parent 8720 Non-controlling interest Total comprehensive income (loss) for the year 9750 Basic earnings per share 9850 Diluted earnings per share

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

24

ALTEK CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Notes Common stock Capital surplus Legal res 2019 Balance at January 1, 2019 $ 2,740,113 $ 2,262,397 Profit (loss) for the year - - Other comprehensive loss for the year 6(20) - - Total comprehensive income (loss) - - Appropriation of 2018 earnings 6(19) Legal reserve - - Special reserve - - Cash dividends - - Share-based payment transactions 6(15)(20) - - Restricted stocks 6(15)(17)(18)(20) 14,500 19,430 Retirement of employee restricted shares 6(15)(17)(18)(20) ( 1,000 ) ( 1,340 ) Balance at December 31, 2019 $ 2,753,613 $ 2,280,487 2020 Balance at January 1, 2020 $ 2,753,613 $ 2,280,487 Profit for the year - - Other comprehensive loss for the year 6(20) - - Total comprehensive income (loss) - - Appropriation of 2019 earnings 6(19) Legal reserve - - Special reserve - - Cash dividends - - Share-based payment transactions 6(15)(20) - - Restricted stocks 6(15)(17)(18)(20) 43,120 54,798 Retirement of employee restricted shares 6(15)(17)(18)(20) ( 1,760 ) ( 2,194 ) Changes in ownership interests in subsidiaries 6(18) - 2,135 Treasury shares repurchased 6(17) - - Balance at December 31, 2020 $ 2,794,973 $ 2,335,226	Notes							Equityat	tributable to owners of t	heparent							Non-controlling interest		Total equity
		Common	stock	Capital surplus			Retained	Earnings		Other equ	ityinterest	Treasu	rystocks		Total
					Legal res	erve	Special	reserve	Unappropriated retained earnings	Currency translation differences of foreign operations	Other equity-others
													$ -	$8,986,219 84,308 ( 300,246 ) ( 215,938 ) - - ( 137,005 ) 10,271 - - $ 8,643,547 $ 8,643,547 160,357 ( 60,153 ) 100,204 - - ( 139,794 ) 70,856 - - 2,135 ) ( 209,287 ) ) $ 8,467,661		$ 675,362 ( 88,161 ) ( 14,022 ) ( 102,183 ) - - - - - - $ 573,179 $ 573,179 1,151 ( 18,138 ) ( 16,987 ) - - - - - - - - $ 556,192		$9,661,581 ( 3,853 ) ( 314,268 ) ( 318,121 ) - - ( 137,005 ) 10,271 - - $ 9,216,726 $ 9,216,726 161,508 ( 78,291 ) 83,217 - - ( 139,794 ) 70,856 - - 2,135 ( 209,287 ) $ 9,023,853
													- -
													-
													- - - - - -
													$ -
													$ -
													- -
													-

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

25

ALTEK CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31

(Expressed in thousands of New Taiwan dollars)

Notes CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax $ Adjustments Adjustments to reconcile profit (loss) Depreciation 6(7)(8)(9)(26) Amortisation 6(10)(26) Expected credit gains 12(2) ( Net gain on financial assets at fair value through profit 6(2)(24) ( Interest expense 6(25) Interest income 6(22) ( Dividend income 6(23) ( Share-based payment compensation cost 6(15) Reversal of impairment loss on investments accounted for under the equity method 6(24) Gain on disposal of property, plant and equipment 6(24) ( Changes in operating assets and liabilities Changes in operating assets Financial assets at fair value through profit or loss Current contract asset ( Notes receivable Accounts receivable ( Other receivables ( Inventories ( Prepayments ( Other current assets Changes in operating liabilities Current contract liabilities ( Notes payable ( Accounts payable Other payables Provisions for liabilities Other current liabilities ( Other non-current liabilities Cash inflow generated from operations Interest received Dividends received Interest paid ( Income tax paid ( Net cash flows from operating activities	Notes CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax $ Adjustments Adjustments to reconcile profit (loss) Depreciation 6(7)(8)(9)(26) Amortisation 6(10)(26) Expected credit gains 12(2) ( Net gain on financial assets at fair value through profit 6(2)(24) ( Interest expense 6(25) Interest income 6(22) ( Dividend income 6(23) ( Share-based payment compensation cost 6(15) Reversal of impairment loss on investments accounted for under the equity method 6(24) Gain on disposal of property, plant and equipment 6(24) ( Changes in operating assets and liabilities Changes in operating assets Financial assets at fair value through profit or loss Current contract asset ( Notes receivable Accounts receivable ( Other receivables ( Inventories ( Prepayments ( Other current assets Changes in operating liabilities Current contract liabilities ( Notes payable ( Accounts payable Other payables Provisions for liabilities Other current liabilities ( Other non-current liabilities Cash inflow generated from operations Interest received Dividends received Interest paid ( Income tax paid ( Net cash flows from operating activities	2020 241,437 $ 182,683 88,966 731 ) ( 8,541 ) ( 25,195 103,379 ) ( 1,526 ) ( 72,991 - ( 17 ) ( - 4,415 ) - 352,778 ) 199 ) 51,772 ) ( 119,323 ) ( 1,370 1,574 ) 4,294 ) ( 265,644 ( 56,294 27,284 ( 13,759 ) ( 51 299,607 77,946 1,526 22,980 ) ( 71,795) ( 284,304	2020 241,437 $ 182,683 88,966 731 ) ( 8,541 ) ( 25,195 103,379 ) ( 1,526 ) ( 72,991 - ( 17 ) ( - 4,415 ) - 352,778 ) 199 ) 51,772 ) ( 119,323 ) ( 1,370 1,574 ) 4,294 ) ( 265,644 ( 56,294 27,284 ( 13,759 ) ( 51 299,607 77,946 1,526 22,980 ) ( 71,795) ( 284,304	2019 31,422 196,903 29,352 9,771 ) 16,710 ) 25,703 143,999 ) 763 ) 10,271 649 ) 1,922 ) 237 - 1,389,593 1,506,379 21,074 78,118 ) 107,492 ) 91 34,228 1,046,737 ) 829,267 ) 15,079 6,108 ) 21,651 ) 64 997,209 111,086 763 24,258 ) 54,691) 1,030,109

(Continued)

~26~

ALTEK CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at amortised cost Proceeds from repayments of financial assets at amortised cost Acquisition of financial asset at fair value through profit or loss Proceeds from capital reduction of financial assets at fair value through other comprehensive income Proceeds from capital reduction of investments accounted for under the equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Increase (decrease) in guarantee deposits paid Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Proceeds from issuance of short-term notes and bills payable Repayment of short-term notes and bills payable Increase in long-term borrowings Repayment of long-term borrowings Decrease in guarantee deposits received Repayment of principal portion of lease liabilities Acquisition of treasury stocks Cash dividends paid Net cash flows from (used in) financing activities Effect of exchange rate Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Notes 2020 2019 ( $ 1,084,605 ) ( $ 769,005 ) 13,421 262,533 ( 344,683 ) - 4,364 - - 27,529 6(30) ( 61,226 ) ( 17,948 ) 311 4,076 6(30) ( 55,852 ) ( 85,612 ) 5,713 ( 2,347 ) ( 1,522,557 ) ( 580,774 ) 6(31) 130,000 440,000 6(31) 1,158,741 709,203 6(31) ( 1,090,000 ) ( 480,000 ) 6(31) 250,000 - 6(31) - ( 600,000 ) 6(31) 5,816 424 6(31) ( 9,615 ) ( 7,966 ) 6(17) ( 209,287 ) - 6(19) ( 139,794 ) ( 137,005 ) 95,861 ( 75,344 ) ( 150,257 ) ( 202,953 ) ( 1,292,649 ) 171,038 6(1) 6,666,055 6,495,017 6(1) $ 5,373,406$ 6,666,055

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

27

Attachment 4

Fund Raising Methods and Handling Principles of Private Placement

I.Amount of shares

It is proposed that the shareholders meeting to authorize the Board of Directors (“Board”), within the limit of 60,000,000 common shares, to raise funds through private placement based on the Company’s needs and market conditions. Afore-mentioned private placement includes single or combo instruments such as issuance of new common shares for cash in private placement ("Private Placement Common Shares") and/or issuance of overseas or domestic convertible bonds in private placement (“Private Placement CB”), and shall be executed by one or two run(s). For issuance of Private Placement CB, the number of common shares to be converted shall be calculated in accordance with the conversion price at the time of issuance and shall be no more than 60,000,000 shares.

II.Issuance of Private Placement Common Shares

• 1.Basis and rationality to determine the issue price:

• (1) The reference price is set as the higher of the following two calculation methods: (a) the simple average closing price from either 1, 3 or 5 trading days prior to the pricing date; (b) the simple average closing price of 30 trading days prior to the pricing date, minus dividends adjustments, plus price discount due to capital reduction.

• (2) The issue price shall be no less than 80% of the reference price. It is proposed to authorize the Board to determine the issue price based on the results of negotiation with specific investors and market conditions.

• (3) The issue price of Private Placement Common Shares will be determined referring to the Company’s share prices and Directions for Public Companies Conducting Private Placements of Securities which has set a no-trading period of 3 years on private placement securities. Therefore, determination of the issue price should be considered reasonable.

• 2.The method of determining specific investors, objective, necessity and anticipated benefit: The specific investors shall meet the qualifications regulated in Article 43-6 of the Securities and Exchange Act and are limited to strategic investors. Priority will be given to the individual or institutional investors who could benefit the Company's long term development and competitiveness. The Board is fully authorized to determine the specific investors. By leveraging the strategic investor’s capability and experience in technology, knowledge, business, finance or marketing channel, the Company could benefit from technology upgrades, product development, cost reduction, market expansion and ultimately to strengthen the Company’s competitiveness and to enhance its operational efficiency and long term development.

28

• 3.The necessity for issuance of Private Placement Common Shares ：

• Considering the capital market’s effectiveness, feasibility and costs to raise capital, the benefits to maintain long-term relationship with strategic partners and the no-trading period of 3 years by such security issuance of private placement, the Company proposed to raise funds through private placement, rather than public offering.

The private placement will be executed by one or two run(s) according to the results of negotiation with specific investors and market conditions.

• 4.Use of proceeds and the anticipated benefit:

• (1).Private placement with one run (adding issued Private Placement CB shall be no more than 60,000,000 shares in aggregate):

The proceeds will be used to invest in digital imaging related equipment and technology, expanding market, enriching working capital, repaying borrowings and reinforcing financial structures which will in turn strengthen the company's competitiveness, operating efficiency and boost shareholders’ equity.

• (2).Private placement with two runs

The first run: 10,000,000 ~ 50,000,000 shares (adding issued Private Placement CB shall be no more than 60,000,000 shares in aggregate)

The proceeds will be used to invest in digital imaging related equipment and technology, expanding market, enriching working capital, repaying borrowings and reinforcing financial structures which will in turn strengthen the company's competitiveness, operating efficiency and boost shareholders’ equity.

The second run:10,000,000 ~ 50,000,000 shares (adding issued Private Placement Common Shares and issued Private Placement CB shall be no more than 60,000,000 shares in aggregate)

The proceeds will be used to invest in digital imaging related equipment and technology, expanding market, enriching working capital, repaying borrowings and reinforcing financial structures which will in turn strengthen the company's competitiveness, operating efficiency and boost shareholders’ equity.

• 5.The rights and obligations of Private Placement Common Shares are the same as the issued common shares except for the restriction on transfers specified in Article 43-8 of the Securities and Exchange Act.

III.Issuance of Private Placement CB

• 1.Duration ： No more than seven years.

• 2.Rate ： It is proposed to authorize the Board to decide the rate based on market conditions.

• 3.Par Value ： NTD 100,000 or its multiple times ； USD 10, 000 or its multiple times.

• 4.Basis and rationality to determine the issue price:

• (1)The issue price of Private Placement CB shall not be lower than 80% of the theoretical price which is determined by a pricing model considering all options

29

in the issuance terms.

• (2)It is proposed to authorize the Board to determine the issue price based on the results of negotiation with specific investors and market conditions.

• (3)The issue price of the Private Placement CB will be determined referring to the Company’s share prices and Directions for Public Companies Conducting Private Placements of Securities which has set a no-trading period of 3 years on private placement securities. Therefore, determination of the issue price should be considered reasonable.

• 5.The method of determining specific investors, objective, necessity and anticipated benefit:

• The specific investors shall meet the qualifications regulated in Article 43-6 of the Securities and Exchange Act and are limited to strategic investors. Priority will be given to the individual or institutional investors who could benefit the Company's long term development and competitiveness. The Board is fully authorized to determine the specific investors. By leveraging the strategic investor’s capability and experience in technology, knowledge, business, finance or marketing channel, the Company could benefit from technology upgrades, product development, cost reduction, market expansion and ultimately to strengthen the Company’s competitiveness and to enhance its operational efficiency and long term development.

• 6.The necessity for issuance of Private Placement CB ：

• Considering the capital market’s effectiveness, feasibility and costs to raise capital, the benefits to maintain long-term relationship with strategic partners and the no-trading period of 3 years by such security issuance of private placement, the Company proposed to raise funds through private placement, rather than public offering.

The private placement will be executed by one or two run(s) according to the results of negotiation with specific investors and market conditions.

• 7.Use of proceeds and the anticipated benefits:

• (1).Private placement with one run ： (adding issued Private Placement Common Shares shall be no more than 60,000,000 shares in aggregate)

• The proceeds will be used to invest in digital imaging related equipment and technology, expanding market, enriching working capital, repaying borrowings and reinforcing financial structures which will in turn strengthen the company's competitiveness, operating efficiency and boost shareholders’ equity.

• (2).Private placement with two runs

• The first run: 10,000,000 ~ 50,000,000 shares (adding issued Private Placement Common Shares shall be no more than 60,000,000 shares in aggregate)

The proceeds will be used to invest in digital imaging related equipment and technology, expanding market, enriching working capital, repaying borrowings and reinforcing financial structures which will in turn strengthen the company's

30

competitiveness, operating efficiency and boost shareholders’ equity.

The second run:10,000,000 ~ 50,000,000 shares (adding issued Private Placement Common Shares and issued Private Placement CB shall be no more than 60,000,000 shares in aggregate)

The proceeds will be used to invest in digital imaging related equipment and technology, expanding market, enriching working capital, repaying borrowings and reinforcing financial structures which will in turn strengthen the company's competitiveness, operating efficiency and boost shareholders’ equity.

• 8.The restriction on transfer of Private Placement CB complies with Article 43-8 of the Securities and Exchange Act.

31

Attachment 5

Regulations Governing the Grant of Restricted Stock Awards of 2021

1. Purpose

To attract and retain professional personnel, to motivate employees and enhance their centripetal force so as to jointly create the Company’s and shareholders’ interests, the Company hereby sets the Regulations Governing the Grant of Restricted Stock Awards (hereinafter referred to as the Regulations) pursuant to Article 267 of Company Act and relevant provisions prescribed under “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” (hereinafter referred to as “Offering and Issuance Regulations” promulgated by Financial Supervisory Commission.

2. Grant Period

• The issuance shall be filed to the competent authority in one tranche or multiple tranches within one (1) year from the date of the resolution of the Shareholders Meeting, and be granted in one tranche or multiple tranches within one (1) year from the date when the application becomes effective. The Chairman is authorized by the Board of Directors to determine the actual grant date.

• Qualifications and Conditions for the Awards

• (1) Full-time employees of the company and the company's domestic and foreign control or subordinate companies who are already employed on the date that such restricted shares are awarded shall be eligible to receive the RSA. The alleged control or subordinate company is in accordance with the standard identification about(in?) Article 369-2 of Company Act.

• (2)The number of granted shares shall be determined by seniority, position, performance, overall contribution, special contribution and other factors in management. The list and shares to be granted shall be reviewed by the Chairman and be approved by Board. However, for employees who are managerial officers or Board members, the award of such shares shall obtain approval of the Compensation Committee in advance.

• (3)For each employee, the cumulative number of shares of employee stock warrants to be subscribed, plus the cumulative number of new restricted employee shares granted, may not exceed 0.3 percent of the Company’s total issued shares. And the above in combination with the cumulative number of shares of employee stock warrants to be subscribed, may not exceed 1 percent of the issuer’s total issued shares.

• Total amounts (shares) of issuance

• The number of shares issued under this plan shall not exceed 1,500,000 common shares with par value at NT10, for a total amount of NTD (the same hereinafter) 15,000,000.

32

1. Conditions of Issuance

2. (1) Issuance Price: The issuing price is gratuitous.

3. (2) Vested Conditions:

   • Employees continuously employing with the Company and the company's domestic and foreign control or subordinate companies through the vesting dates to the following vested periods with personal performance B+ or higher, no violation any work rules, will receive the vested shares as below:

   • Within one month after the expiration of one year: 50% of shares acquired. Within one month after the expiration of two years: 50% of shares acquired.

4. (3) Type of shares to be issued: common shares.

5. (4) Handling of employee’s failure to meet the vested conditions

   • A. The Company shall redeem shares for free from employee failing to meet the vested conditions.

   • B. For employees voluntarily design, unemployed, laid-off and retired without being granted for vested shares, the Company shall buy back from employees for free.

   • C. Leave without pay: In case the employee leaves without pay on the vested day, the employee shall be deemed as nonconformance with vested conditions and the Company shall recover the restricted stock awards.

   • D. Transfer to affiliated company: In case the employee is approved by the Company for transfer to affiliated companies needed for company operation, the rights and obligations of non-vested restricted stock awards will not be affected but will still be processed by the regulations.

   • E. In case the employee could not continue the job due physical disability as a result of occupational accident, the non-vested Restricted Stock Awards shall be deed as conforming vested conditions annually by the period of vested conditions.

   • F. For employee death due to occupational accident or natural death without vested Restricted Stock Awards, the successor can be deemed as completing the vested condition by the annual period of vested conditions upon the death of employees. The successor by law will complete the law necessary procedures and provide relevant document of proof pursuant to the relevant clauses of Civil Code and the inheritance transfer related provisions of “Criteria Governing Handling of Stock Affairs by Public Stock Companies” after the occurrence of facts to acquire the shares by agreement.

   • G. Prior to the completion of vested conditions and if employees breach contract of item (7) of this Article, the Company shall buy back the stocks from employees for free.

6. (5) The Company shall cancel the redeemed restricted stock awards.

7. (6) Circumstances of nonconformance with previous restricted stock awards:

   • A. Employees may not sell, pledge, transfer, give to other people, collateralize or dispose in other modes with the restricted stock awards during the vested period.

33

  - B. In case the Company applies for capital reduction by cash and other capital reduction other than capital reduction by law during the vested period, Restricted Stock Awards shall be cancelled by pro rata of capital reduction. In case of capital reduction by cash, the cash returned must be given to trust and shall only be given to employees after meeting the vested conditions and period. Nonetheless in case the employees fail to meet the vested conditions upon the expiration, the Company shall recover the cash.

• (7) Other matters of agreement:

  • A. Restricted Stock Awards should be immediately given to trust or custody after issuance and the trustee may not be returned by request through any reason or mean prior to the completion of vested conditions.

  • B. The company shall have full authority to process the contract on behalf of the employee and the trust custodian (including but not limited to) for the negotiation, signing, revision, extension, dissolution, termination, and given, utilization and disposal instructions.

  • C. Restricted Stock Awards are eligible to participate in stock dividend, dividends and stock options at cash capital increase during the vested period. The Company shall give stock dividend and dividends received during the vested period to employees for free.

• Contract signing and confidentiality

• (1) After verifying the total units, subscription price, principles of allocation and the list of receivers for the granting Restricted Stock Awards, the unit in charge shall notify the employees to sign the “Restricted Stock Awards Consent Form.” Employees without signing the consent by requirement shall be deemed as waiving the eligibility for being granted with Restricted Stock Awards.

• (2) Employees shall comply with terms and conditions of confidentiality and not to disclose the relevant content of the proposal and personal rights and interest to others.

• (3) Holders acquiring Restricted Stock Awards and the rights and interests derived via the Regulations shall comply with the Regulations and the provisions specified under “Restricted Stock Awards Consent Form.” Persons breaching contract will be disciplined according to the relevant regulations of the Company.

• Other important matters

• (1) After the Regulations have been approved by the Board of Directors, with two thirds directors attending the meeting and the majority of attending directors reach agreement, the Regulations shall be submitted to the competent authority for approval. The same procedures shall apply to the revision before the Restricted Stock Awards are to be granted. In case a revision is requested by the competent authority, the Chairman is authorized to amend the Regulations and submit to the Board of Directors for ratification afterwards prior to the grant.

• (2) Prior to meeting vested conditions, the attendance, proposal, speaking, right to vote and other shareholder’s equity related matters for the shareholder’s meeting shall all be commissioned to the trust custodian for exercise.

• (3) Any other matters not set forth herein shall be dealt with in accordance with the Applicable Laws and/or the Articles.

34

Appendix 1

Articles of Incorporation Chapter I General Provisions

• Article 1: The Company is duly organized under the Company Act of the Republic of China as a company limited by Shares and is named Altek Corporation in English ( hereinafter “the Company”).

• Article 2: The scope of business of the Company shall be as follows:

• CC01080 Electronics parts and components manufacturing business.

• CF01011 Medical Materials and Equipment Manufacturing.

• F108031 Wholesale of Drugs, Medical Goods.

• F208031 Retail sale of Medical Equipments.

• F401010 International trade business.

• F401021 Restricted telecommunication radio frequency equipment

material import business

• Researching, developing, designing, producing, manufacturing, and selling the following products: Digital Imaging-Related Product. Digital medical imaging related products. Insulin injection pump system. Glucose machine with smart medical function. Endoscopic system.

Conducting import and export trade relating to the Company’s business.

• Article 3: The head office of the Company is located in Science-Based Industrial Park, Hsinchu, Taiwan and shall be free to set up branch offices wherever and whenever the Company deems it necessary upon the resolution of board of directors as well as the approval of competent authorities.

Chapter II Shares

• Article 4: The total capital amount of the Company is authorized at five billion New Taiwan dollars (NT$5,000,000,000), which consists of five hundred million (500,000,000) common shares with a par value of ten New Taiwan dollars (NT$10) per share. The shares can be issued in installments. The board of directors may resolve to issue the shares which have never been issued when needed.

• The total capital amount mentioned in the preceding paragraph shall reserve three hundred million New Taiwan dollars (NT$300,000,000) separated into thirty million (30,000,000) shares with a par value of ten New Taiwan dollars (NT$10) per share. The reserved shares shall be used for issuing share subscription warrant in installments upon the resolution of the board of directors.

• Article 4-1: Employees of parents or subsidiaries of the Company meeting certain specific requirements are entitled to receive shares bought back by the Company.

• Employees of parents or subsidiaries of the Company meeting certain specific requirements are entitled to receive share subscription warrant issued by the Company.

Employees of parents or subsidiaries of the Company meeting certain specific requirements are entitled to receive new shares issued by the

35

Company

Employees of parents or subsidiaries of the Company meeting certain specific requirements are entitled to receive restricted stock awards issued by the Company

• Article 5: The Company may reinvest in other enterprises as deemed necessary for its business operations, and its total reinvestment in other enterprises shall not be subject to the restriction of not more than forty percent (40%) of the Company’s paid-in capital prescribed in Article 13 of the Company Act.

• Article 6: The share certificates of the Company shall without exception be in registered form and affixed with the signatures or personal seals of the director representing the company. Also, the share certificates shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance. Shares issued by the Company may not be in certificate form but shall be placed under the custody of a centralized securities custody enterprise.

• Article 7: The Company’s stock affairs shall be handled in accordance with “the Regulations Governing the Administration of Shareholder Services of Public Companies”.

• Article 8: All entries in the shareholders register due to share transfers shall be suspended when it is sixty (60) days prior to the regular shareholders’ meeting as well as thirty (30) days prior to the special shareholders’ meeting or five (5) days prior to the target date fixed for distributing dividends, bonus or any other benefits.

Chapter III Shareholders’ Meeting

• Article 9: The shareholders’ meetings of the Company shall be of the following two kinds: Regular shareholders’ meeting shall be held once per year within six (6) months from the closure of the fiscal year.

• Special shareholders’ meetings may be held in accordance with applicable laws and regulations whenever necessary.

• Article 10: The chairman of the board of directors shall preside the shareholders’ meetings. In case the chairman of the board of directors is on leave or absent or cannot exercise his/her power and authority for any cause, the designation of his/her duties shall be handled in accordance with Article 208 of the Company Act.

• Article 11: A notice for convening a regular shareholders’ meeting shall be given thirty (30) days before the meeting. A notice for convening a special shareholders’ meeting shall be given fifteen (15) days prior to the meeting. The notice shall specify the date, the place and the subject(s) of the meeting.

• Article 12: For any shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by using the proxy form issued by the Company and specifying the scope of proxy when he/she is absent for any cause. Shareholders attended by proxy shall be subject to the Company Act and also to “the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public

36

Companies” issued by the competent authority.

• Article 13: Each shareholder is entitled to one voting power in respect of each share in his/her/its possession.

• Article 14: Unless otherwise provided by the Company Act, a resolution of the shareholders’ meeting shall be adopted by a majority votes of the shareholders present, who represent a majority of the total issued shares.

Chapter IV Directors, Audit Committee and Managerial Officers

• Article 15: The Company shall have seven (7) to nine (9) directors and to be elected by the shareholders’ meeting from among candidates with disposing capacity. The term of office is three (3) years and they may continue in office if re-elected. Among the above-mentioned number of directors, the Company shall have not less than three (3) in number and not less than one-fifth of the total number of directors as independent directors. The directors of the Company shall be elected by the shareholders under the candidate nomination system. The election of independent and non-independent directors shall be held together but the votes shall be calculated separately. The Company shall establish an Audit Committee according to Article 14-4of Securities and Exchange Act. The Audit Committee shall be composed of the entire number of Independent Directors. The aggregate shareholding percentages of the entire bodies of directors and supervisors shall comply with “the Rules and Review Procedure for Director and Supervisor Share Ownership Rate at Public Companies” by the securities supervisory authorities.

• Article 16: The board of directors is organized by the directors and shall have the following authorities:

• To submit operation plan.

• To propose surplus earnings distribution or loss make-up plans

• To propose increase or decrease of the capital amount.

• To enact major articles of incorporation and rules for the organization of the Company.

• To appoint and dismiss the managerial officers of the Company.

• To establish and terminate the branch offices,

• To determine the budget and review the final accounts.

• Other authorities granted by the resolution of the shareholders’ meetings or in accordance with the Company Act.

• Article 17: The chairman of the board of directors shall be elected by a majority of directors in attendance at the meeting attended by at least two-third of the directors. The chairman of the board of directors shall represent the Company externally.

• Article 18: Unless otherwise provided by the Company Act, meetings of the board of directors shall be called and chaired by its Chairman. In the case of emergency, the meeting may be convened at any time. The meeting notice of the board of directors shall specify the reasons for convening the meeting, and shall be sent

37

in writing by email or by facsimile. Unless otherwise provided by the Company Act., the resolutions of the board of directors shall be adopted by a majority vote of the directors at a meeting of the board of directors attended by at least a majority of the entire directors of the Company.

• Article 19: Chairman of the board of directors is the president of the board of directors. If the chairman of the board of directors is on leave or cannot exercise his/her powers or perform duties for any reason, an acting chairman shall be designated in accordance with Article 208 of the Company Act. The director shall attend the meeting of the board of directors in person. Whereas a director is unable to attend the meeting in person, he/she may issue a power of attorney for the given meeting specifying the scope of the authorized powers to authorize another director to attend the meeting on the director's behalf, provided that a director may represent only one other director at a meeting of the board of directors.

• Article 20: The organization, authority, meeting procedures and other related matters of the Company’s Audit Committee shall follow the laws and competent authority of securities’ regulations.

• Article 21: The board of the directors is authorized to determine the remuneration for the directors, taking into account the extent of his/her participation and contribution to the Company and with reference to the normal standard of the industry regardless of profit or loss of the Company. The Company may pay the traffic allowance to the directors with reference to the normal standard of the industry and purchase the liability insurance for the directors.

• Article 22: The Company may have managerial officers, whose appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.

Chapter V Accounting

• Article 23: The Company's fiscal year shall commence on January 1st of each year and ends on December 31st of the same year. The final accounts are settled at the end of each fiscal year.

• Article 24: At the end of each fiscal year, the board of directors of the Company shall prepare the following documents, which shall be submitted to the Audit Committee for auditing thirty(30) days prior to the regular shareholders’ meeting pursuant to Article 228 of the Company Act. The Audit Committee shall submit the auditing report to the shareholders' meeting for approval. However, the Securities and Exchange Act or other laws shall be followed if they have regulated in some other ways.

• Business report;

• Financial statement;

• Surplus earnings distribution or loss make-up proposal

• Article 25: The Company shall distribute ten percent (10%) to twenty percent (20%) of profit of the current year as employees’ compensation and not higher than two percent (2%) of profit of the current year as the directors compensation. However, the company's accumulated losses shall have been covered.

38

Employees’ compensation may be distributed in the form of shares or in cash. The employees of parents of the Company meeting certain specific requirements or the Company’s subsidiaries which the Company owns more than fifty percent (50%) of the shares may be entitled to receive the employees’ compensation.

Profit of the current year mentioned in section one shall mean pre-tax benefit of the current year before deducting the employees’ compensation and the directors compensation. The distribution of the employees’ compensation and the directors’ compensation shall be resolved by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors.

• Article 26: If the Company has earnings after the annual final accounts, after paying profit-seeking enterprise income tax as well as making up losses of the previous years, the Company shall first set aside ten percent (10%) of said earnings as legal reserve. Wh ere such legal reserve amounts to the total authorized capital, this provision shall not apply. Thereafter, the Company shall set aside or reverse a special reserve in accordance with the applicable laws and regulations. Any balance of the earnings together with the previous earnings which has not been distributed shall be distributed in accordance with the board of director’s proposal. The Company may, resolved by the shareholders meeting, have the

• surplus profit distributed in the form of new shares The distributable dividends and bonuses in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

• Article 26-1: The distributable legal reserve and capital reserve in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

• Article 27: The amount of dividend distributed shall be based on the annual earnings and the cumulative surplus in the previous years of the Company as well as taking into consideration of the Company’ earnings, capital structure and the future operational demand. The distribution of the dividend shall, depending on the factors of the capital demand and the dilution effect of earnings per share, adopt the policy of distributing stock dividends with cash dividends at the same time. As for the ratio of cash dividend distribution, it shall be not less than twenty percent (20%) of the total dividend distribution of the year.

• Article 28: Profit appropriation is distributed to those who are entitled as shareholders in the shareholders' roster five (5) days prior to the record (base) date scheduled to distribute dividends and bonuses.

39

Chapter VI Supplementary Provisions

• Article 29: The Company may act as a guarantor externally as required for business in accordance with the government’s regulation.

• Article 30: The Company’s organizational regulations and operational rules shall be separately enacted.

• Article 31: Any matters insufficiently provided for in the Articles of Incorporation shall be handled in accordance with the Company Act.

• Article 32: With the consent of the promotes in the promoter‘s meeting, the Articles of Incorporations were duly stipulated on December 20, 1996. The Articles were duly amended on December 26, 1996 as the 1st amendment. The Articles were duly amended on January 21, 1997 as the 2ndamendment. The Articles were duly amended on February 10, 1997 as the 3rd amendment. The Articles were duly amended on March 14, 1997 as the 4th amendment. The Articles were duly amended on June 13, 1997 as the 5th amendment. The Articles were duly amended on January 29, 2000 as the 6th amendment. The Articles were duly amended on June 1, 2000 as the 7th amendment. The Articles were duly amended on May 11, 2001 as the 8th amendment. The Articles were duly amended on December 13, 2001as the 9th amendment. The Articles were duly amended on May 27, 2002 as the 10th amendment. The Articles were duly amended on June 9, 2003 as the 11th amendment. The Articles were duly amended on June 11, 2004 as the 12th amendment. The Articles were duly amended on June 14, 2005 as the 13th amendment. The Articles were duly amended on June 13, 2007 as the 14th amendment. The Articles were duly amended on June 16, 2009 as the 15th amendment. The Articles were duly amended on June 15, 2010 as the 16th amendment. The Articles were duly amended on June 13, 2012 as the 17th amendment. The Articles were duly amended on June 17, 2016 as the 18th amendment. The Articles were duly amended on June 16, 2017 as the 19th amendment. The Articles were duly amended on June 13, 2019 as the 20th amendment. The Articles were duly amended on June 12, 2020 as the 21th amendment.

40

Appendix 2

Rules of Procedure for Shareholders' Meeting

1. Unless otherwise provided for under the applicable law, the shareholders' meetings of Altek Corporation ( hereinafter “the Corporation”) shall be conducted according to the Corporation’s Regulations of Shareholders' Meeting Proceedings ( hereinafter “these Regulations”).

2. 1-1.Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.Election or dismissal of directors or supervisors, amendments to the articles of incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.The convening of the shareholders 'meeting has stated the full re-election of directors and the date of appointment. After the re-election of the shareholders' meeting, the same meeting shall not change its appointment date by temporary motion or other means.

3. Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards , or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification. The Corporation may appoint retained attorneys or certified public accountants or relevant personnel to attend a shareholders’ meeting.

4. Unless otherwise specified in the Company Act, the chair shall call the meeting to order at the appointed meeting time when the shareholders in attendance have represented a majority of the total number of issued shares. However, when the shareholders in attendance do not represent a majority of the total number of issued shares, the chair may announce the postponement of the meeting time. If the quorum is not met after two postponements and the shareholders in attendance represent one third or more of the total number of issued shares, a tentative resolution may be approved pursuant to Paragraph 1, Article 175 of the Company Act ： Shareholders present represent one-third or more of the total number of issued shares, a tentative resolution may be passed by a majority of those present. When the number of shares represented by the shareholders in attendance reaches the statutory number, the chair may call the meeting to order and resubmit the tentative resolution for ratification from the congress.

5. The agenda of a shareholders' meeting shall be resolved by the Board of Directors. The meeting proceedings shall follow the order set in the agenda. After the meeting is closed, shareholders may not separately elect a chair and resume the

41

meeting at the original or another venue, except in the case of closure announced by the chairperson in violation of these Regulations. Then a new chairperson may be elected with a majority vote of the attending shareholders to continue the meeting.

1. The Corporation shall record the process of the shareholders' meeting in audio or video type and keep the recording for at least one year.

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

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

4. A shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

5. When a proposal is under discussion, the chair may at an appropriate time declare the closure of the discussion and when necessary, the chair may also suspend the discussion and call for a vote.

6. A shareholder shall be entitled to vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

7. When this Corporation holds a shareholders meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means (in accordance with the proviso of Article 177-1 of the Company Act regarding companies that shall adopt electronic voting: When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence). When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

42

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

1. If a shareholder authorizes a proxy to attend the shareholders' meeting, with the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

2. Except for special resolutions as specified in the Company Act that shall comply with the provisions therein, passage of a vote on a proposal shall proceed in the order set by the agenda and require the consent of a majority of the voting rights of shareholders in attendance.

3. When there is an amendment or an alternative to a proposal, the chairperson shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected and no further voting shall be required.

4. Shareholder(s) may propose to the Corporation a proposal for discussion pursuant to Article 172-1 of the Company Act. A shareholder holding 1 percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at a regular shareholders meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. When shareholders' proposal is the same type of proposals proposed by the Board of Directors, these proposals shall be presented together and paragraph 1 of article 12 shall apply mutatis mutandis to the condition herein. With regard to the proposals submitted by shareholders but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation will not be listed in the agenda or in the minutes of the meeting. But the Board of Directors shall note the reason of exclusion in the handbook for the annual meeting of shareholders.

The chair shall appoint scrutineers and ballot counters for votes on proposals; however, the scrutineers shall be shareholders.

43

1. While a meeting is in progress, the chair may consider the time schedule and announce a break. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

2. If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

• 13-1. Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

• The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

1. Matters on which these Regulations are silent shall be handled in accordance with the Company Act and the Articles of Incorporation of the Corporation.

2. These Regulations and any amendments hereto shall be implemented after being passed by a shareholders’ meeting. The first amendment was made on May 27, 2002 and the second amendment was made on June 14, 2006. The Procedures were duly amended on June 12, 2020 as the 3rd amendment.

44

Appendix 3

Altek Corporation

Shareholding of Directors

Book closure date: April 19, 2021

Position	Name	Date elected	Shareholding while elected	Shareholding while elected	Current shareholding	Current shareholding
			Shares	Shareholding ratio (%) (Note 1)	Shares	Shareholding ratio (%) (Note 2)
Chairman	Alex Hsia	2020.06.12	897,934	0.32	1,001,934	0.36
Director	Vincent Kao*	2020.06.12	13,956,100	4.99	14,200,100	5.08
Director	Belle Liang*	2020.06.12	13,956,100	4.99	14,200,100	5.08
Director	Sophia Chen	2020.06.12	0	0.00	0	0.00
Independent Director	KUO HSIUNG WU	2020.06.12	0	0.00	0	0.00
Independent Director	Daphne Wang	2020.06.12	805	0.00	0	0.00
Independent Director	MORI SHOREI	2020.06.12	0	0.00	0	0.00
Total			14,854,839	5.31	15,202,034	5.44

• The representative of Yitsang International Limited Company.

Note 1: Total issued shares as of June 12, 2020 are 279,587,325 shares.

• Note 2: Total issued shares as of April 19, 2021 are 279,497,325 shares.

• Note 3 : As of April 19, 2021 the total shareholdings of all Directors are 15,202,034 shares which

• excess the limitations required by law.

• Note 4: The Company has set up an Audit Committee, so limitations on supervisors’ holdings are not applicable.

45