Altek — AGM Information 2022

Jun 30, 2022

Stock Code: 3059

Altek Corporation

Handbook for 2022 Annual General Shareholders’ Meeting (Translation)

Date : June 17, 2022 at 9 a.m. Place: No.2, Zhanye 1st Rd., East Dist., Hsinchu City 30078, Taiwan (R.O.C.) (ASIP Affairs ROOM203)

‐‐‐‐‐‐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 Procedures…………………………………….....….…………….	1
2. Meeting Agenda.……………………………………..……..……………...	2
Reported Matters………….………………………………...……..…….....	3
Acknowledged Matters………………………………………………..…..	5
Matters for Discussion…………………………..………………………....	6
Extemporary Motions……….…………………..………………...……….	9
3. Attachment
I. 2021 Business Report…….…………………………..……...….……….	10
II. Audit Committee’s Review Report……………………………………..	11
III. 2021 Independent Auditor’s Report and Financial Statements………..	12
Ⅳ. Comparison Table for Articles of Incorporation……………………….	36
V. Comparison Table for Rules of Procedure for Shareholders’ Meeting…	38
Ⅵ. Comparison Table for Procedures of the Acquisition or Disposal of
Assets………………………………………………………………….	40
Ⅶ. Comparison Table for Regulations Governing Extending Loans and
Governing Granting Endorsements or Guarantees to Others…………	47
Ⅷ.Fund Raising Methods and Handling Principles of Private Placement	49
Ⅸ. Regulations Governing the Grant of Restricted Stock Awards of 2022.	52
4. Appendix
I. Articles of Incorporation…….……………….………………………….	55
II. Rules of Procedure for Shareholders’ Meeting……………………..…..	60
III. Procedures of the Acquisition or Disposal of Assets…………………..	64
Ⅳ. Regulations Governing Extending Loans and Governing Granting
Endorsements or Guarantees to Others……………………………….	84
V. Shareholdings of Directors……………………………………………...	91

Altek Corporation

The 2022 Annual General Shareholders’ Meeting Procedures

I. Call Meeting to Order

II. Chairman’s Address

III. Reported Matters

IV. Acknowledged Matters

V. Matters for Discussion

VI. Extemporary Motions

VII. Adjournment

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Altek Corporation

The 2022 Annual General Shareholders’ Meeting Agenda

Time : June 17, 2022 (Friday) at 9:00 am

Place : No.2, Zhanye 1st Rd., East Dist., Hsinchu City 30078, Taiwan (R.O.C.)

(ASIP Affairs ROOM203)

Shareholders’ meeting will be held by means of physical shareholders’ meeting.

Agenda :

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

II. Chairman’s Address

• III. Reported Matters

• (1) 2021 Business Report.

• (2) Audit Committee's review report.

• (3) To report the distribution of 2021 compensation of employees and directors.

• (4) To report the cash dividend distribution.

• (5) To report the issuance of common shares, domestic or overseas convertible bonds by way of cash in private placement of 2021 private placement.

• IV. Acknowledged Matters

• (1) 2021 Business Report and Financial Statements.

• (2) Distribution of 2021 Surplus Earnings.

• V. Matters for Discussion

• (1) To amend the Articles of Incorporation.

• (2) To amend the revisions of Rules of Procedure for Shareholders Meeting.

• (3) To amend the Procedures of the Acquisition or Disposal of Assets.

• (4) To amend the Regulations Governing Extending Loans and Governing Granting Endorsements or Guarantees to Others.

• (5) To issue common shares, domestic or overseas convertible bonds by way of cash in private placement.

• (6) To issue Restricted Stock Awards.

• VI. Extemporary Motions

• VII. Adjournment

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Reported Matters

Proposal 1: 2021 Business Report.

Explanations: Please refer to Attachment 1 (Page 10) for the 2021 Business Report.

Proposal 2: Audit Committee's review report.

Explanations: Please refer to Attachment 2 (Page 11) for the Audit Committee's review report.

Proposal 3: To report the distribution of 2021 compensation of 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 as employees’ 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$44,428,886 as employees’ bonus and 2% of the annual earnings, equivalent to NT$5,923,851 as director’s bonus. The aforementioned amounts are the same as the amounts estimated in 2021 and will all be paid in cash.

Proposal 4: To report the cash dividend distribution.

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 resolution of the board of directors and report to the shareholders’ meeting.

• II.Cash dividends to common shareholders: Totaling NT$190,400,788. Each common share will be entitled to receive a cash dividend of NT$0.7 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.

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• Proposal 5: To report the issuance of common shares, domestic or overseas convertible bonds by way of cash in private placement of 2021 private placement.

Explanations:

• I.The Annual General Shareholders’ Meeting held on August 26, 2021 approved to issue common shares, domestic or overseas convertible bonds by way of cash 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 August 25, 2022. The Board of Directors has resolved to cease the Fund Raising in the remaining period.

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Acknowledged Matters

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

Explanations:

• I.The Company’s 2021 financial statements were audited by CPA Li, Tien-Yi and CPA Chiang, Tsai-Yen of PricewaterhouseCoopers Taiwan which were presented and resolved along with the business report in the 9[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 10) for the business report and Attachment 3 (Page 12~35) for the independent auditor’s report and financial statements.

Resolutions:

Proposal 2: Distribution of 2021 Surplus Earnings. (Proposed by the Board of Directors)

Explanations: The Company plans to distribute the 2021 earnings in accordance with the Company Act and the Company’s Articles of Incorporation as follows:

Unit: NTD

		Unit: NTD
Item		Amount
Unappropriated earnings – beginning Add: The 2021 net income Add: The actuarial benefits of the current defined benefit plan Less: Disposal of equity instruments at fair value through other consolidation Less: 10% legal reserve Less: Special reserve Current earnings available for distribution Distribution: Cash dividend (NT$0.7 per share) Stock dividend Unappropriated earnings - ending		2,040,230,776 224,734,196 2,746,325 (1,571,334) (22,590,919) (123,276,538)
		2,174,479,439
		(190,400,788) 0
		1,929,871,718
Note 1:The cash dividend per share for the aforementioned shareholder is computed in accordance with the 272,001,125 shares entitled to the dividend distribution as of February 9, 2022. 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 2021 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:

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Matters for Discussion

Proposal 1: To amend the Articles of Incorporation. (Proposed by the Board of Directors)

• Explanations: To comply with the amendment of the laws and regulations of the competent authority and to accommodate the Company’s actual operational needs, it is proposed to amend the Articles of Incorporation. Please refer to Attachment 4 (Page 36~37)

Resolutions:

• Proposal 2: To amend the revisions of Rules of Procedure for Shareholders Meeting. (Proposed by the Board of Directors)

• Explanations: To comply with the amendment of the laws and regulations of the competent authority and to accommodate the Company’s actual operational needs, it is proposed to amend the Rules of Procedure for Shareholders Meeting. Please refer to Attachment 5 (Page 38~39)

Resolutions:

• Proposal 3: To amend the Procedures of the Acquisition or Disposal of Assets. (Proposed by the Board of Directors)

• Explanations: To comply with the amendment of the laws and regulations of the competent authority and to accommodate the Company’s actual operational needs, it is proposed to amend the Procedures of the Acquisition or Disposal of Assets. Please refer to Attachment 6 (Page 40~46)

Resolutions:

• Proposal 4: To amend the Regulations Governing Extending Loans and Governing Granting Endorsements or Guarantees to Others. (Proposed by the Board of Directors)

• Explanations: To comply with the amendment of the laws and regulations of the competent authority and to accommodate the Company’s actual operational needs, it is proposed to amend the Regulations Governing Extending Loans and Governing Granting Endorsements or Guarantees to Others. Please refer to Attachment 7 (Page 47~48)

Resolutions:

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• Proposal 5: To issue common shares, domestic or overseas convertible bonds by way of cash 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 common shares, domestic or overseas convertible bonds by way of cash in private placement (hereinafter “the Fund Raising”), and shall be executed by one or multiple run(s). For issuance of the Fund Raising, 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 8 (Page 49~51) for the amount of the 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 the Fund Raising 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 Fund Raising 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 Fund Raising 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:

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Proposal 6: 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 2,000,000 common shares with par value at NTD10, for a total amount of NTD 20,000,000. The issuance shall be filed to the competent authority in multiple tranches within one (1) year from the date of the resolution of the Shareholders Meeting, and be granted in multiple tranches within one (1) year from the date when the application becomes effective.

• 2.Conditions of Issuance

• (1)Issuance Price: Issuance of new bonus shares, the issuing price is NTD 0.

• (2)Vested Conditions:

  • Employees continuously employing with the Company through the vesting dates to the following vested periods with the annual 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 year: 50% of shares acquired.

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

• (4)Measures to be taken when employees fail to meet the vesting conditions or in the event of inheritance:

  • If failing to meet the vested conditions, the Company shall redeem shares for free from employees and cancel it. All other matters shall be handled in accordance with the issuance regulations.

• 3.Qualification criteria for employees and number of shares granted

• (1)Qualification criteria for employees:

  • 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 definition of 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 the Board. However, for employees who are managerial officers or Board members, the award of such shares shall obtain approval of the Compensation Committee.

• (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.

• 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.

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• 5.Calculated 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 NT$43.25 of February 25, 2022 is NTD 86,500,000. The estimated amortized expense from 2022 to 2024 is NTD27,031,000, NTD46,854,000, and NTD12,615,000 respectively, under the assumption of issuance at the end of August 2022. If it is issued to a full-time official employee of the company's domestic or foreign control or subordinate company, the impact on the company's expense will be reduced accordingly.

• 6.Dilution of the Company's EPS and other factors affecting shareholder’s equity The maximum dilution of the Company’s EPS from 2022 to 2024 is NTD 0.10, 0.17, and 0.05, respectively. The influence on the Company’s EPS is limited, hence there’s no material impact on the shareholder’s equity.

• III.Please refer to Attachment 9 (Page 52~54) for the Regulations Governing the Grant of Restricted Stock Awards of 2022.

• IV.If some revision or adjustment has to be made, after the proposal has been adopted by the 2022 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:

Extemporary Motions

Adjournment

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Attachment 1

Altek Corporation

2021 Business Report

The COVID-19 pandemic remained prevalent in 2021 disrupting supply chains and resulting in shortages of raw materials, rising global inflation, and changes in livelihood and consumption habits. Despite the challenges of the global macroeconomy and off-balanced industrial chain, the Company remains committing to operational transformation and upgrading core competitiveness with a focus on four core technologies “AI Edge Chipset, advanced ISP (Image Signal Processor) technology, Telematics, and 3D depth-sensing technology,” which help provide solutions to the four industries in “medical imaging, electric cars, metaverse, and robotics.” The Company has also managed to achieve record-high profitability and earnings per share through the efforts of its colleagues taking as a whole. It is indeed a new era for Altek Corporation in transforming the business operation.

Altek Corporation’s consolidated revenue was NT$9.1 billion in 2021, an increase of 48.88% Year on Year (YoY) ; the consolidated gross YoY margin was 24%; the net income was NT$224,734 thousand, an increase of 40.15% YoY, and the EPS was NT$0.85. It indicates the lean and focusing management of the Company with the revenue portfolio adjusted, the operating performance upgraded, and the transformation of business operation realized.

The Group celebrated its 25[th] anniversary in 2021 which was a significant milestone for all of us. Altek Corporation is based on the global leading visual imaging technology to provide better and more innovative imaging solutions continuously, and made “Better Vision ‧ Better Life” the Company’s vision to integrate AI intelligence and visual art, to provide a rich and profound visual experience, and to help people realize a better, richer, and more enjoyable life.

In prospect, the Company is welcoming the opportunity of making a successful transformation this year with the continuous globalization. The Company will take advantage of the imaging optics core technology to exercise the synergy of three integrated business entities in “semiconductor chip, automotive, and medical imaging,” continue to invest in SoC (system on chips), research and develop forward-looking technologies and innovative applications, and optimize the Company’s technical capability and competitiveness. The management and the employees taking as a whole will strive to enhance the Company’s operational performance and growth, and to feedback to the shareholders with high profits. We are grateful for the long-term support and recognition of the shareholders of the Company.

Chairman & CEO

Alex Hsia

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Attachment 2

Altek Corporation

Audit Committee’s Review Report

To: The 2022 Annual General Shareholders’ Meeting

The Board of Directors has prepared the Company’s 2021 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 and Exchange Act and the Company Act, we hereby submit this report.

Altek Corporation

Chairman of the Audit Committee

MORI SHOREI

March 10, 2022

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Attachment 3

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Attachment 4

Altek Corporation Comparison Table for Articles of Incorporation

Article after Revision	Article before Revision	Reason for Revision
Article 9-1: When the company's shareholders'	This article is added.	To accommodate the law.
meeting is held, it may be held by visual
communication conference or other
methods announced by the central
competent authority. When a shareholders' meeting is held, if
the meeting is held by visual
communication conference, its
shareholders participating in the meeting
by videoconference shall be deemed to
have attended the meeting in person. In the case of the provisions of the
preceding two paragraphs, if the
securities regulatory authority has other
provisions, such provisions shall be
followed.
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 thanfive percent (5%)of profit of the current year as the directors’ compensation. However, the company's accumulated losses shall have been covered. 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. …omitted	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. 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. …omitted	To accommodate the actual operational needs.

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Reason for Article after Revision Article before Revision Revision Article 32: Article 32: To add the date of With the consent of the promotes in the With the consent of the promotes in the revision. promoters’ meeting, the Articles of promoters’ meeting, the Articles of Incorporations were duly stipulated on Incorporations were duly stipulated on December 20, 1996. December 20, 1996. The Articles were duly amended on The Articles were duly amended on December 26, 1996 as the 1st amendment. December 26, 1996 as the 1st amendment. The Articles were duly amended on January The Articles were duly amended on January 21, 1997 as the 2nd amendment. 21, 1997 as the 2nd amendment. The Articles were duly amended on The Articles were duly amended on February 10, 1997 as the 3rd amendment. February 10, 1997 as the 3rd amendment. The Articles were duly amended on March The Articles were duly amended on March 14, 1997 as the 4th amendment. 14, 1997 as the 4th amendment. The Articles were duly amended on June 13, The Articles were duly amended on June 13, 1997 as the 5th amendment. 1997 as the 5th amendment. The Articles were duly amended on January The Articles were duly amended on January 29, 2000 as the 6th amendment. 29, 2000 as the 6th amendment. The Articles were duly amended on June 1, The Articles were duly amended on June 1, 2000 as the 7th amendment. 2000 as the 7th amendment. The Articles were duly amended on May 11, The Articles were duly amended on May 11, 2001 as the 8th amendment. 2001 as the 8th amendment. The Articles were duly amended on The Articles were duly amended on December 13, 2001as the 9th amendment. December 13, 2001as the 9th amendment. The Articles were duly amended on May 27, The Articles were duly amended on May 27, 2002 as the 10th amendment. 2002 as the 10th amendment. The Articles were duly amended on June 9, The Articles were duly amended on June 9, 2003 as the 11th amendment. 2003 as the 11th amendment. The Articles were duly amended on June 11, The Articles were duly amended on June 11, 2004 as the 12th amendment. 2004 as the 12th amendment. The Articles were duly amended on June 14, The Articles were duly amended on June 14, 2005 as the 13th amendment. 2005 as the 13th amendment. The Articles were duly amended on June 13, The Articles were duly amended on June 13, 2007 as the 14th amendment. 2007 as the 14th amendment. The Articles were duly amended on June 16, The Articles were duly amended on June 16, 2009 as the 15th amendment. 2009 as the 15th amendment. The Articles were duly amended on June 15, The Articles were duly amended on June 15, 2010 as the 16th amendment. 2010 as the 16th amendment. The Articles were duly amended on June 13, The Articles were duly amended on June 13, 2012 as the 17th amendment. 2012 as the 17th amendment. The Articles were duly amended on June 17, The Articles were duly amended on June 17, 2016 as the 18th amendment. 2016 as the 18th amendment. The Articles were duly amended on June 16, The Articles were duly amended on June 16, 2017 as the 19th amendment. 2017 as the 19th amendment. The Articles were duly amended on June 13, The Articles were duly amended on June 13, 2019 as the 20th amendment. 2019 as the 20th amendment. The Articles were duly amended on June 12, The Articles were duly amended on June 12, 2020 as the 21th amendment. 2020 as the 21th amendment. The Articles were duly amended on June 17, 2022 as the 22th amendment.

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Attachment 5

Altek Corporation Comparison Table for Rules of Procedure for Shareholders’ Meeting

Reason for Article after Revision Article before Revision Revision Article 1-1: Article 1-1: To accommodate Unless otherwise provided by law or Unless otherwise provided by law or the law. regulation, this Corporation's shareholders regulation, this Corporation's meetings shall be convened by the board of shareholders meetings shall be convened directors. by the board of directors. Election or dismissal of directors, Election or dismissal of directors, amendments to the articles of amendments to the articles of incorporation, capital reduction, incorporation, capital reduction, application for suspension of public application for suspension of public offering, director's competition license, offering, director's competition license, capital increase from surplus, capital capital increase from surplus, capital increase from public reserve, the increase from public reserve, the dissolution, merger, or spin-off, or any dissolution, merger, or spin-off, or any matter under Article 185, paragraph 1 of matter under Article 185, paragraph 1 the Company Act, Articles 26-1 and 43-6 shall be set out in the notice of the of the Securities and Exchange Act, or reasons for convening the shareholders Articles 56-1 and 60-2 of the Regulations meeting. None of the above matters shall Governing the Offering and Issuance of not be brought up as voting power by an Securities by Securities Issuers shall be extemporary motion; its main content set out in the notice of the reasons for may be placed on the website designated convening the shareholders meeting. None by the securities authority or the of the above matters shall not be brought company, and its website should be stated up as voting power by an extemporary in the notice. motion. The convening of the shareholders The convening of the shareholders 'meeting has stated the full re-election of 'meeting has stated the full re-election of directors and their assumed office. After directors and their assumed office. After the re-election of the shareholders' the re-election of the shareholders' meeting, the same meeting shall not meeting, the same meeting shall not change its appointment date by temporary change its appointment date by temporary motion or other means. motion or other means. Article 9: Article 9: To accommodate A shareholder shall be entitled to vote for A shareholder shall be entitled to vote for the law. each share held, except when the shares each share held, except when the shares are restricted shares or are deemed are restricted shares or are deemed non-voting shares under Article 179, non-voting shares under Article 179, paragraph 2 of the Company Act. paragraph 2 of the Company Act. When this Corporation holds a When this Corporation holds a shareholders meeting, the shareholders shareholders meeting, it may allow the shall exercise voting rights by electronic shareholders to exercise voting rights in transmission and may exercise voting writing or by electronic transmission. rights in writing. When voting rights are When voting rights are exercised in exercised in writing or by electronic writing or by electronic transmission transmission means, the method of means, the method of exercise shall be exercise shall be specified in the specified in the shareholders meeting shareholders meeting notice. A shareholder notice. A shareholder exercising voting

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	Article after Revision	Article before Revision	Reason for Revision
	exercising voting rights in writing or by electronic transmission shall 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. (Omitted below)	rights in writing or by electronic transmission shall 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. (Omitted below)
	Article 15: These Regulations and any amendments hereto shall be implemented after being passed by a shareholders’ meeting. The Procedures were duly amended on May 27, 2002 as the 1st amendment. The Procedures were duly amended on June 14, 2006 as the 2nd amendment. The Procedures were duly amended on June 12, 2020 as the 3rd amendment. The Procedures were duly amended on June 17, 2022 as the 4th amendment.	Article 15: These Regulations and any amendments hereto shall be implemented after being passed by a shareholders’ meeting. The Procedures were duly amended on May 27, 2002 as the 1st amendment. The Procedures were duly amended on June 14, 2006 as the 2nd amendment. The Procedures were duly amended on June 12, 2020 as the 3rd amendment.	To add the date of revision.

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Attachment 6

Altek Corporation Comparison Table for Procedures of the Acquisition or Disposal of Assets

Reason for Article after Revision Article before Revision Revision Article 4 Article 4 To …omitted …omitted accommodate 4.2 When issuing an appraisal report or 4.2 When issuing an appraisal report or the law. opinion, the personnel referred to in the opinion, the personnel referred to in the preceding paragraph shall comply with the preceding paragraph shall comply with the self-regulatory rules of the industry following: associations to which they belong and with 4.2.1 Prior to accepting a case, they shall the following: prudently assess their own professional 4.2.1 Prior to accepting a case, they shall capabilities, practical experience, and prudently assess their own professional independence. capabilities, practical experience, and 4.2.2 When examining a case, they shall independence. appropriately plan and execute adequate 4.2.2 When conducting a case, they shall working procedures, in order to produce a appropriately plan and execute adequate conclusion and use the conclusion as the working procedures, in order to produce a basis for issuing the report or opinion. The conclusion and use the conclusion as the related working procedures, data collected, basis for issuing the report or opinion. The and conclusion shall be fully and accurately related working procedures, data collected, specified in the case working papers. and conclusion shall be fully and accurately 4.2.3 They shall undertake an item-by-item specified in the case working papers. evaluation of the comprehensiveness, 4.2.3 They shall undertake an item-by-item accuracy, and reasonableness of the sources evaluation of the appropriateness and of data used, the parameters, and the reasonableness of the sources of data used, information, as the basis for issuance of the the parameters, and the information, as the appraisal report or the opinion. basis for issuance of the appraisal report or 4.2.4 They shall issue a statement attesting to the opinion. the professional competence and 4.2.4 They shall issue a statement attesting to independence of the personnel who prepared the professional competence and the report or opinion, and that they have independence of the personnel who prepared evaluated and found that the information the report or opinion, and that they have used is reasonable and accurate, and that evaluated and found that the information they have complied with applicable laws and used is appropriate and reasonable, and regulations.

4.2.4 They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is appropriate and reasonable, and that they have complied with applicable laws and regulations.

Article 5

…omitted

5.2 Operating procedures

5.2.1 In the securities investment of the Company where the transaction amount for acquisition and disposal is lesser than NT$100 million, the transaction shall be approved by the general manager; When the transaction amount is between NT$100 million to NT$300 million, the transaction shall be approved by the chairman of board of

Article 5

To …omitted accommodate 5.2 Operating procedures the law and the 5.2.1 In the securities investment of the actual Company where the transaction amount operational for acquisition and disposal is lesser needs. than NT$50 million, the transaction shall be approved by the general manager; When the transaction amount is between NT$50 million to NT$100 million, the transaction shall be approved by the chairman of board of

40

	Article after Revision	Article before Revision	Reason for Revision
directors; When the transaction amount for acquisition and disposal exceeds NT$300 million, the transaction shall be approved by the board of directors. Provided, for acquisition and disposal of government bonds, financial bonds, and commercial paper, banker ’s acceptance, bonds or money market funds with repurchase or resale conditions, the transactions may be approved by the chief executive officer. 5.2.2 If the amount of the transaction reaches twenty (20) percent of the Company's paid-in capital or NT$300 million or more, the Company shall engage a CPA prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the competent authority (e.g. subscription of shares for setting up a company, domestic funds and overseas funds). …omitted		directors; When the transaction amount for acquisition and disposal exceeds NT$100million, the transaction shall be approved by the board of directors. Provided, for acquisition and disposal of government bonds, financial bonds, and commercial paper, banker ’s acceptance, bonds or money market funds with repurchase or resale conditions, the transactions may be approved by the chief executive officer. 5.2.2 If the amount of the transaction reaches twenty (20) percent of the Company's paid-in capital or NT$300 million or more, the Company shall engage a CPA prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price.If the CPA needs to use the report of an expert as evidence, the CPA shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation (hereinafter “ARDF”). This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the competent authority (e.g. subscription of shares for setting up a company, domestic funds and overseas funds). …omitted
Article 6 …omitted 6.2 Operating procedures 6.2.4 The acquisition or disposal of real property, equipment, or right-of-use assets thereof that it should be approved by general manager if the amount is less thanNT$ 100 million; it should be approved by chairman if the amount is betweenNT$ 100 million toNT$300 million; it should be approved by board of directors if the amount is more than NT$ 300 million. 6.2.6.3 Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results		Article 6 …omitted 6.2 Operating procedures 6.2.4 The acquisition or disposal of real property, equipment, or right-of-use assets thereof that it should be approved by general manager if the amount is less thanNT$ 50million; it should be approved by chairman if the amount is betweenNT$ 50million toNT$100 million; it should be approved by board of directors if the amount is more than NT$ 100million. 6.2.6.3 Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results	To accommodate the law and the actual operational needs.

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	Article after Revision			Article before Revision	Reason for Revision
	for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a CPA shall be engaged to perform the appraisal and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: …omitted		for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a CPA shall be engaged to perform the appraisalin accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDFand render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: …omitted
	Article 7 …omitted 7.2 Operating procedures 7.2.1 When the Company intends to acquire or dispose of real property or right-of-use assets from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets from or to a related party and the transaction amount reaches twenty (20) percent or more of paid-in capital；or ten (10) percent or more of the Company's total assets；or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or repurchase of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract and make a payment until the following matters have been approved by the audit committee and the board of directors: 7.2.1.8 The calculation of the transaction amounts referred to in this subsection (7.2.1) shall be made in accordance with Article 14, section 1, subsection 5 (14.1.5) herein. Items that have been approved bythe audit committee and the board of directors need not be counted toward the transaction amount. 7.2.1.9 With respect to the acquisition or disposal of business-use equipment between the Company and its subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, except pursuant to Article 6, section 2, subsection 4 (6.2.4)		Article 7 …omitted 7.2 Operating procedures 7.2.1 When the Company intends to acquire or dispose of real property or right-of-use assets from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets from or to a related party and the transaction amount reaches twenty (20) percent or more of paid-in capital；or ten (10) percent or more of the Company's total assets；or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or repurchase of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract and make a payment until the following matters have been approved by the board of directorsand recognized by the supervisors: 7.2.1.8 The calculation of the transaction amounts referred to in this subsection (7.2.1) shall be made in accordance with Article 14, section 1, subsection 5 (14.1.5) herein. Items that have been approved by the board of directorsand recognized by the supervisors need not be counted toward the transaction amount. 7.2.1.9 With respect to the acquisition or disposal of business-use equipment between the Company and its subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, except pursuant to Article 6, section 2, subsection 4 (6.2.4)		To accommodate the law.

42

	Article after Revision	Article before Revision	Reason for Revision
	and have the decisions subsequently submitted to and ratified by the latest board of directors meeting. 7.2.1.9.1 Acquisition or disposal of equipment or right-of-use assets thereof held for business use. 7.2.1.9.2 Acquisition or disposal of real property right-of-use assets held for business use. Where the position of independent director has been created in accordance with the provisions of the law, when a matter is submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. If the company or a subsidiary thereof that is not a domestic public company will have a transaction and the transaction amount will reach 10 percent or more of the company’s total assets, the company shall submit the materials in the subparagraph 1 of paragraph 2 to the shareholders meeting for approval before the transaction contract may be entered into and any payment made. However, this restriction does not apply to transactions between the company or its subsidiaries or between its subsidiaries. The calculation of the transaction amount, which items have been approved by the shareholders meeting, the audit committee and the board of directors need not be counted toward the transaction amount. …omitted	and have the decisions subsequently submitted to and ratified by the latest board of directors meeting. 7.2.1.9.1 Acquisition or disposal of equipment or right-of-use assets thereof held for business use. 7.2.1.9.2 Acquisition or disposal of real property right-of-use assets held for business use. …omitted

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	Article after Revision		Article before Revision	Reason for Revision
	Article 8 …omitted 8.2 Operating procedures 8.2.2 The acquisition or disposal of intangible assets or right-of-use assets or memberships that it should be approved by general manager if the amount is less than NT$ 100 million; it should be approved by chairman if the amount is betweenNT$ 100 million toNT$300million; it should be approved by board of directors if the amount is more thanNT$ 300 million. 8.2.4 Where the Company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. …omitted		Article 8 …omitted 8.2 Operating procedures 8.2.2 The acquisition or disposal of intangible assets or right-of-use assets or memberships that it should be approved by general manager if the amount is less than NT$ 50million; it should be approved by chairman if the amount is betweenNT$ 50 million toNT$100million; it should be approved by board of directors if the amount is more thanNT$ 100million. 8.2.4 Where the Company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. …omitted	To accommodate the law and the actual operational needs.
	Article 10 The Limited Investment Amount of the Company and its subsidiaries for non-operating Real Property, Right-of-Use Assets and Securities 10.1 The total investment amount of the Company and its subsidiaries for non-operating real property and right-of-use assets may not exceedfifty percent (50%) of the total amount of the Company’s net value together with the Company’s long liability term stated in the latest financial statements. …omitted		Article 10 The Limited Investment Amount of the Company and its subsidiaries for non-operating Real Property, Right-of-Use Assets and Securities 10.1 The total investment amount of the Company and its subsidiaries for non-operating real property and right-of-use assets may not exceedtwenty five percent (25%)of the total amount of the Company’s net value together with the Company’s long liability term stated in the latest financial statements. …omitted	To accommodate the actual operational needs.
	Article 12 12.1 Assessment and working procedures 12.1.1 When conducting a merger, demerger, acquisition, or transfer of shares, the Company shall invite a CPA, attorney and securities underwriter to mutually schedule an estimated agenda for processing procedures subject to the law. Prior to convening the board of directors toresolve onthematter, the		Article 12 12.1 Assessment and working procedures 12.1.1 When conducting a merger, demerger, acquisition, or transfer of shares, the Company shall invite a CPA, attorney and securities underwriter to mutually schedule an estimated agenda for processing procedures subject to the law. Prior to convening the board of directors to resolve onthematter, the Company shallengage a	To accommodate the law.

44

		Article after Revision		Article before Revision	Reason for Revision
	Company shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. A CPA, attorney, or securities underwriter and counterparty shall not be a related party.However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by the company of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the company directly or indirectly holds 100 percent of the respective subsidiaries' issued shares or authorized capital. …omitted			CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. A CPA, attorney, or securities underwriter and counterparty shall not be a related party. …omitted
	Article 14 Public Announcement and Regulatory Filing …omitted 14.1.3 Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company. Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million or more. Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on related land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million. 14.1.4 Where an asset transaction other than any of those referred to in the			Article 14 Public Announcement and Regulatory Filing …omitted 14.1.3 Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company. 14.1.4 Where an asset transaction other than any of those referred to in the preceding three subsections (14.1.1~14.1.3), a disposal of receivables by a financial institution, or an investment in the mainland China area reaches twenty (20) percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: 14.1.4.1 Trading of domestic government bonds. 14.1.4.2 Trading of bonds under repurchase / resale agreements, or subscription or repurchase of domestic money market funds issued by domestic securities investment trust enterprises. 14.1.4.3 Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related	To accommodate the law.

45

	Article after Revision		Article before Revision	Reason for Revision
	preceding three subsections (14.1.1~14.1.3), a disposal of receivables by a financial institution, or an investment in the mainland China area reaches twenty (20) percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: 14.1.4.1 Trading of domestic government bondsor foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan. 14.1.4.2 Trading of bonds under repurchase / resale agreements, or subscription or repurchase of domestic money market funds issued by domestic securities investment trust enterprises. …omitted		party, and the transaction amount reaches NT$500 million or more. 14.1.4.4 Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on related land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million. …omitted
	Article 16 …omitted The Procedures were duly amended on May 27, 2002 as the 1st amendment. The Procedures were duly amended on June 5, 2003 as the 2nd amendment. The Procedures were duly amended on June 13, 2007 as the 3rd amendment. The Procedures were duly amended on June 13, 2012 as the 4th amendment. The Procedures were duly amended on June 19, 2014 as the 5th amendment. The Procedures were duly amended on June 17, 2016 as the 6th amendment. The Procedures were duly amended on June 16, 2017 as the 7th amendment. The Procedures were duly amended on June 13, 2019 as the 8th amendment. The Procedures were duly amended on June 17, 2022 as the 9th amendment.		Article 16 …omitted The Procedures were duly amended on May 27, 2002 as the 1st amendment. The Procedures were duly amended on June 5, 2003 as the 2nd amendment. The Procedures were duly amended on June 13, 2007 as the 3rd amendment. The Procedures were duly amended on June 13, 2012 as the 4th amendment. The Procedures were duly amended on June 19, 2014 as the 5th amendment. The Procedures were duly amended on June 17, 2016 as the 6th amendment. The Procedures were duly amended on June 16, 2017 as the 7th amendment. The Procedures were duly amended on June 13, 2019 as the 8th amendment.	To add the date of revision.

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Attachment 7

Altek Corporation Comparison Table for Regulations Governing Extending Loans and Governing Granting Endorsements or Guarantees to Others

Reason for Article after Revision Article before Revision Revision Article 2: Article 2: To Extending loans scope and entities Extending loans scope and entities accommodate Under Article 15 of the Company Act, the Under Article 15 of the Company Act, the the law. Company shall not loan funds to any of the Company shall not loan funds to any of the shareholders or any other person without the shareholders or any other person without the approval of the board of directors except approval of the board of directors except under the following circumstances: an under the following circumstances: an inter-company or inter-firm business inter-company or inter-firm business transaction calls for a loan arrangement or a transaction calls for a loan arrangement or a short-term financing facility is necessary short-term financing facility is necessary (hereinafter “borrower”). The so-called (hereinafter “borrower”). The so-called “short-term” means one year or one “short-term” means one year or one operating cycle (whichever is longer). operating cycle (whichever is longer). The company loans funds to an inter-company or inter-firm for reasons of business transaction or short-term financing facility, shall be limited to the situation where the borrower needs those funds for operational purpose. Article 9: Article 9: To Operational procedures for granting Operational procedures for granting accommodate endorsements or guarantees to others endorsements or guarantees to others the law.

Operational procedures for granting endorsements or guarantees to others 1. The responsible unit should evaluate the necessity and reasonableness of the Company’s granting endorsements or guarantees; also, the credit status and risk assessment of the endorsement or guarantee entity, the impact on the Company’s business operations, financial condition, and shareholders’ equity , and whether collateral must be obtained and appraisal of the value thereof, in order to formulate an assessment report for the approval of the board of directors or by the authorized Chairman before having negotiable instruments sealed or issued. Before granting any endorsement or guarantee pursuant to Article 7, Paragraph 2, a subsidiary in which the Company holds, directly or indirectly, 90% or more of the voting shares shall submit the proposed endorsement or guarantee to the Company’s board of directors for a resolution, provided that this restriction shall not apply to endorsements or guarantees granted between companies in which the Company holds, directly or

Operational procedures for granting endorsements or guarantees to others 1. The responsible unit should evaluate the necessity and reasonableness of the Company’s granting endorsements or guarantees; also, the credit status and risk assessment of the endorsement or guarantee entity, the impact on the Company’s business operations, financial condition, and shareholders’ equity in order to formulate an assessment report for the approval of the board of directors or by the authorized Chairman before having negotiable instruments sealed or issued. Before granting any endorsement or guarantee pursuant to Article 7, Paragraph 2, a subsidiary in which the Company holds, directly or indirectly, 90% or more of the voting shares shall submit the proposed endorsement or guarantee to the Company’s board of directors for a resolution, provided that this restriction shall not apply to endorsements or guarantees granted between companies in which the Company holds, directly or indirectly, 100% of the voting shares. …omitted

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	Article after Revision	Article before Revision	Reason for Revision
	indirectly, 100% of the voting shares. …omitted 5. Where the Company needs to exceed the limits set out in these Regulations for granting endorsements or guarantees to satisfy its business needs, and where the conditions set out in these Regulations for Endorsements or Guarantees to Others are complied with, the Company shall obtain approval from the board of directors and a half or more of the directors shall act as joint guarantors for any loss that may be caused to the Company by the excess endorsement or guarantee. The Company shall also amend these Regulations for Endorsements or Guarantees to Others accordingly and submit the same to the shareholders’ meeting for ratification after the fact. If the shareholders’ meeting does not give consent, the Company shall adopt a plan to discharge the amount in excess within a given time limit.In addition, it shall take into full consideration the opinions of each independent director, independent director's opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of the board of directors' meeting. …omitted	5. Where the Company needs to exceed the limits set out in these Regulations for granting endorsements or guarantees to satisfy its business needs, and where the conditions set out in these Regulations for Endorsements or Guarantees to Others are complied with, the Company shall obtain approval from the board of directors and a half or more of the directors shall act as joint guarantors for any loss that may be caused to the Company by the excess endorsement or guarantee. The Company shall also amend these Regulations for Endorsements or Guarantees to Others accordingly and submit the same to the shareholders’ meeting for ratification after the fact. If the shareholders’ meeting does not give consent, the Company shall adopt a plan to discharge the amount in excess within a given time limit. …omitted
	Article 11: Enforcement The Procedures were duly amended on May 27, 2002 as the 1st amendment. The Procedures were duly amended on June 9, 2003 as the 2nd amendment. The Procedures were duly amended on June 14, 2006 as the 3rd amendment. The Procedures were duly amended on June 16, 2009 as the 4th amendment. The Procedures were duly amended on June 15, 2010 as the 5th amendment. The Procedures were duly amended on June 2, 2015 as the 6th amendment. The Procedures were duly amended on June 16, 2017 as the 7th amendment. The Procedures were duly amended on June 13, 2019 as the 8th amendment. The Procedures were duly amended on June 17, 2022 as the 9th amendment.	Article 11: Enforcement The Procedures were duly amended on May 27, 2002 as the 1st amendment. The Procedures were duly amended on June 9, 2003 as the 2nd amendment. The Procedures were duly amended on June 14, 2006 as the 3rd amendment. The Procedures were duly amended on June 16, 2009 as the 4th amendment. The Procedures were duly amended on June 15, 2010 as the 5th amendment. The Procedures were duly amended on June 2, 2015 as the 6th amendment. The Procedures were duly amended on June 16, 2017 as the 7th amendment. The Procedures were duly amended on June 13, 2019 as the 8th amendment.	To add the date of revision.

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Attachment 8

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 multiple 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 development term 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 development term.

• 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:

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• (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. It is expected to complete the application of the funds within three years after the completion of the fundraising. The fundraising will 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. It is expected to complete the application of the funds within three years after the completion of the fundraising. The fundraising will 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. It is expected to complete the application of the funds within three years after the completion of the fundraising. The fundraising will 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 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:

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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 development term 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 development term.

• 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. It is expected to complete the application of the funds within three years after the completion of the fundraising. The fundraising will 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. It is expected to complete the application of the funds within three years after the completion of the fundraising. The fundraising will 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. It is expected to complete the application of the funds within three years after the completion of the fundraising. The fundraising will 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.

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Attachment 9

Altek Corporation

Regulations Governing the Grant of Restricted Stock Awards of 2022

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.

1. Grant Period

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

1. Qualifications and Conditions for the Awards

2. (1) 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 definition of standard identification about Article 369-2 of Company Act.

3. (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 the Board. However, for employees who are managerial officers or Board members, the award of such shares shall obtain approval of the Compensation Committee.

4. (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.

5. Total amounts (shares) of issuance

The number of shares issued under this plan shall not exceed 2,000,000 common shares with par value at NT10, for a total amount of NTD (the same hereinafter) 20,000,000.

1. Conditions of Issuance

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

3. (2) Vested Conditions:

Employees continuously employing with the Company through the vesting dates to the following vested periods with the annual 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.

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• (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.

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

• (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.

• 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 must be returned given to the trust custodian 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.

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1. Contract signing and confidentiality

2. (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.

3. (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.

4. (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.

5. Other important matters

6. (1) After the Regulations have been approved by the Board of Directors, with two thirds directors attending the meeting and agreed by the majority of attending directors, 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.

7. (2) The employees who not meet the vested conditions, the attendance, proposal, speaking, right to vote and other shareholder’s right related matters for the shareholder’s meeting shall all be exercised on behalf of the trust custodian.

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

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Appendix 1

Altek Corporation

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 Equipment.

• F401010 International trade business.

• F401021 Restricted telecommunication radio frequency equipment material import business.

  • A. Researching, developing, designing, producing, manufacturing, and selling the following products:

    • (1) Digital Imaging-Related Product.

    • (2) Digital medical imaging related products.

    • (3) Insulin injection pump system.

    • (4) Glucose machine with smart medical function.

    • (5) Endoscopic system.

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

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• 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 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

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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 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 account into 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

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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. 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. We are 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

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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.

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 promoters’ 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 2nd amendment. 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.

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Appendix 2

Altek Corporation

Rules of Procedure for Shareholders' Meeting

• Article 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”).

• Article 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, amendments to the articles of incorporation, capital reduction, application for suspension of public offering, director's competition license, capital increase from surplus, capital increase from public reserve, the dissolution, merger, or spin-off, or any matter under Article 185, paragraph 1 shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters shall not be brought up as voting power by an extemporary motion; its main content may be placed on the website designated by the securities authority or the company, and its website should be stated in the notice.

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

• Article 2: 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.

• Article 3: 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.

• Article 4: 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 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.

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• Article 5: The Corporation shall record the process of the shareholders' meeting in audio or video type and keep the recording for at least one year.

• Article 6: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

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

• Article 7: Each shareholder’s speech may not exceed five minutes, but may be extended for three minutes with the permission of the chairman. However, if the shareholders' speeches violate the regulations or exceed the scope of the topic, the chairman may stop them from speaking. 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.

Each shareholder may not speak more than twice on the same proposal. When a corporate shareholder appoints two or more representatives to attend the shareholders' meeting, only one person may speak on the same proposal. After attending shareholders' speeches, the chairman may reply in person or designate relevant personnel.

• Article 8: 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.

• Article 9: 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.

• When this Corporation holds a shareholders meeting, it may allow the shareholders to exercise voting rights in writing or by electronic transmission. When voting rights are exercised in writing or by electronic transmission means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights in writing or by electronic transmission shall 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.

• A shareholder intending to exercise voting rights in writing or by electronic transmission 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.

• After a shareholder has exercised voting rights in writing or by electronic transmission 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 in writing or by electronic transmission means shall prevail. When a shareholder has exercised voting rights both in writing or by electronic transmission means and by appointing a proxy to attend a shareholders meeting,

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the voting rights exercised by the proxy in the meeting shall prevail.

• Article 10: 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.

• Article 11: 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.

• Article 12: 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.

• 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.

• Article 13: 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.

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

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

• Article 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."

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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.

• Article 14: Matters on which these Regulations are silent shall be handled in accordance with the Company Act and the Articles of Incorporation of the Corporation.

• Article 15: These Regulations and any amendments hereto shall be implemented after being passed by a shareholders’ meeting.

The Procedures were duly amended on May 27, 2002 as the 1st amendment. The Procedures were duly amended on June 14, 2006 as the 2nd amendment. The Procedures were duly amended on June 12, 2020 as the 3rd amendment.

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Appendix 3

Altek Corporation

Procedures of the Acquisition or Disposal of Assets

Article 1 Purpose

The procedures governing the acquisition and disposal of Assets (hereinafter “the Procedures ") are adopted in accordance with the provisions of Article 36-1 of the Securities and Exchange Act and the relevant rules of competent authority.

Article 2 Scope of Assets

• 2.1 Securities: Including investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.

• 2.2 Real property (including land, houses and buildings, investment property, rights to use land) and equipment.

• 2.3 Memberships.

• 2.4 Patents, copyrights, trademarks, franchise rights, and other intangible assets.

• 2.5 Right-of-use assets.

• 2.6 Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables).

• 2.7 Derivatives.

• 2.8 Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law.

• 2.9 Other major assets.

Article 3 Definition

• 3.1 Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rates, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) agreements.

• 3.2 Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under section 8 of Article 156-3, of the Company Act.

• 3.3 Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

• 3.4 Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.

• 3.5 Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors’ resolutions or other date that can confirm the counterpart and monetary

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amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.

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

• 3.7 Investment professional: Refers to financial holding companies, banks, insurance companies, bill finance companies, trust enterprises, securities firms operating proprietary trading or underwriting business, futures commission merchants operating proprietary trading business, securities investment trust enterprises, securities investment consulting enterprises, and fund management companies, that are lawfully incorporated and are regulated by the competent financial authorities of the jurisdiction where they are located.

• 3.8 Securities exchange: "Domestic securities exchange" refers to the Taiwan Stock Exchange Corporation; "foreign securities exchange" refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located.

• 3.9 Over-the-counter venue ("OTC venue", "OTC"): "Domestic OTC venue" refers to a venue for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; "foreign OTC venue" refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business.

• 3.10 Net Value: Refers to the item of owner’s right belonging to the parent company in the latest financial statements of Altek Corporation (hereinafter “the Company”) certified or reviewed by certified public accounts (hereinafter “CPA”).

• 3.11 Total Assets: Shall be determined by the total assets of amount calculated in the latest parent company only or individual financial report subject to “Regulations Governing the Preparation of Financial Reports by Securities Issuers.”

• Article 4 4.1 Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements:

  • 4.1.1 May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if three (3) years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.

  • 4.1.2 May not be a related party or de facto related party of any party to the transaction.

  • 4.1.3 If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties

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of each other.

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

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

  • 4.2.2 When examining a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.

  • 4.2.3 They shall undertake an item-by-item evaluation of the comprehensiveness, accuracy, and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion.

  • 4.2.4 They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and accurate, and that they have complied with applicable laws and regulations.

• Article 5 Disposition Procedures for the Acquisition and Disposal of Securities 5.1 Appraisal procedures

  • 5.1.1 Purchase, reserve and sell of the Company’s securities shall be made subject to the Company’s internal control system investment cycle, related operating regulations and the Procedures after the management unit conducts the feasibility assessment.

  • 5.1.2 The company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a CPA, for reference in appraising the transaction price.

• 5.2 Operating procedures

  • 5.2.1 In the securities investment of the Company where the transaction amount for acquisition and disposal is lesser than NT$50 million, the transaction shall be approved by the general manager; When the transaction amount is between NT$50 million to NT$100 million, the transaction shall be approved by the chairman of board of directors; When the transaction amount for acquisition and disposal exceeds NT$100 million, the transaction shall be approved by the board of directors. Provided, for acquisition and disposal of government bonds, financial bonds, and commercial paper, banker ’s acceptance, bonds or money market funds with repurchase or resale conditions, the transactions may be approved by the chief executive officer.

  • 5.2.2 If the amount of the transaction reaches twenty (20) percent of the Company's paid-in capital or NT$300 million or more, the Company shall engage a CPA prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. If the CPA needs to use the report of an expert as evidence, the CPA shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation (hereinafter “ARDF”). This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the competent authority (e.g. subscription of shares for setting up a company, domestic funds and overseas funds).

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• 5.2.3 The calculation of the transaction amounts shall be done in accordance with Article 14, section 1, subsection 5 (14.1.5). Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.

Article 6 Disposition Procedures for the Acquisition or Disposal of Assets of Real Property, Equipment, or Right-of-Use Assets

• 6.1 Appraisal procedures

The Company acquire and dispose real property, equipment, or right-of-use assets thereof in accordance with internal control system fixed asset cycle and the processing procedures.

• 6.2 Operating procedures

• 6.2.1 The acquisition of real property, equipment, or right-of-use assets thereof shall be assessed by the user in advance and the capital expenditure budget shall be prepared. After signing the management unit, it shall be executed and controlled according to the plan.

• 6.2.2 The disposal of real property, equipment, or right-of-use assets thereof shall be carried out by the user to conduct a feasibility assessment.

• 6.2.3 The acquisition or disposal of real property, equipment, or right-of-use assets thereof, the handling unit shall refer to the present value of the announcement, the present value of the assessment, the actual transaction price of the adjacent real estate, etc., and shall be determined after inquiry, price comparison and bargaining.

• 6.2.4 The acquisition or disposal of real property, equipment, or right-of-use assets thereof that it should be approved by general manager if the amount is less than NT$ 50 million; it should be approved by chairman if the amount is between NT$ 50 million to NT$100 million; it should be approved by board of directors if the amount is more than NT$ 100 million.

• 6.2.5 The Company acquired and disposed real property, equipment, or right-of-use assets thereof shall be submitted for verification according to the pre-examination authority, the user and the handling unit shall be responsible for the execution.

• 6.2.6 In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches twenty (20) percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:

  • 6.2.6.1 Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction.

  • 6.2.6.2 Where the transaction amount reaches NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.

  • 6.2.6.3 Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless

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all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a CPA shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:

        - 6.2.6.3.1 The discrepancy between the appraisal result and the transaction amount is twenty (20) percent or more of the transaction amount.

        - 6.2.6.3.2 The discrepancy between the appraisal results of two or more professional appraisers is ten (10) percent or more of the transaction amount.

     - 6.2.6.4 No more than three (3) months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than six (6) months have elapsed, an opinion may still be issued by the original professional appraiser.

     - 6.2.6.5 Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.

  - 6.2.7 The calculation of the transaction amounts shall be done in accordance with Article 14, section 1, subsection 5 (14.1.5). Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.

• Article 7 Disposition Procedures for the transaction between related parties 7.1 Appraisal procedures

• When the Company engages in any acquisition or disposal of assets from or to a related party, in addition to following the procedures specified in Article 5, Article 6 and Article 8, the Company also has to ensure that the necessary resolutions are adopted in accordance with this article and the reasonableness of the transaction terms is appraised. If the transaction amount reaches ten (10) percent or more of the Company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with Article 5, Article 6 and Article 8. When judging whether a trading counterparty is a related party or not, in addition to legal formalities, the substance of the relationship shall also be considered.

• 7.2 Operating procedures

• 7.2.1 When the Company intends to acquire or dispose of real property or right-of-use assets from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets from or to a related party and the transaction amount reaches twenty (20) percent or more of paid-in capital ； or ten (10) percent or more of the Company's total assets ； or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or repurchase of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract and make a payment until the following matters have been approved by the

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board of directors and recognized by the supervisors ：

• 7.2.1.1 The purposes, necessities and expected benefits for acquiring and disposing of assets.

• 7.2.1.2 The reason for choosing a related party as a counter party.

• 7.2.1.3 When acquiring real property or right-of-use assets from a related party, the Company shall evaluate the reasonableness of the scheduled terms and relevant documentations subject to paragraph one and paragraph two (7.2.1.1 and 7.2.1.2) under this subsection (7.2.1).

• 7.2.1.4 The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the Company and the related party.

• 7.2.1.5 Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the fund utilization.

• 7.2.1.6 An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding section (7.1).

• 7.2.1.7 Restrictive covenants and other important stipulations associated with the transaction.

• 7.2.1.8 The calculation of the transaction amounts referred to in this subsection (7.2.1) shall be made in accordance with Article 14, section 1, subsection 5 (14.1.5) herein. Items that have been approved by the board of directors and recognized by the supervisors need not be counted toward the transaction amount.

• 7.2.1.9 With respect to the acquisition or disposal of business-use equipment between the Company and its subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, except pursuant to Article 6, section 2, subsection 4 (6.2.4) and have the decisions subsequently submitted to and ratified by the latest board of directors meeting.

  • 7.2.1.9.1 Acquisition or disposal of equipment or right-of-use assets thereof held for business use.

  • 7.2.1.9.2 Acquisition or disposal of real property right-of-use assets held for business use.

• 7.2.2 Evaluation of the reasonableness of the transaction costs

• 7.2.2.1 The Company acquiring real property or right-of-use assets from a related party shall evaluate the reasonableness of the transaction costs by the following means:

  • 7.2.2.1.1 Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the Company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.

  • 7.2.2.1.2 Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a

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loan; provided, the actual cumulative amount loaned by the financial institution shall have been seventy (70) percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the trading counterparties.

• 7.2.2.2 Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph (7.2.2.1).

• 7.2.2.3 The Company that acquires real property or right-of-use assets from a related party and appraises the cost of the real property or right-of-use assets in accordance with paragraph 1 (7.2.2.1) and paragraph 2 (7.2.2.2) shall also engage a CPA to check the appraisal and render a specific opinion.

• 7.2.2.4 When the results of appraisal conducted that the Company acquired real property or right-of-use assets in accordance with paragraph 1 (7.2.2.1) and paragraph 2 (7.2.2.2) of this Article are uniformly lower than the transaction price, the matter shall be handled in compliance with paragraph 5 (7.2.2.5) and paragraph 6 (7.2.2.6) of this Article. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA, this restriction shall not apply:

• 7.2.2.4.1 Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:

• 7.2.2.4.1.1. Where undeveloped land is appraised

  • in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.

• 7.2.2.4.1.2. Completed transactions by unrelated

  • parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar

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after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market sale or leasing practices.

• 7.2.2.4.2 Where the Company acquiring real property, or obtaining real property right-of-use assets through leasing, from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions involving neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets.

• 7.2.2.5 Where the Company acquires real property or right-of-use assets from a related party and the results of appraisals conducted in accordance with 7.2.2.1 、 7.2.2.2 、 7.2.2.3 、 7.2.2.4 、 7.2.2.7 are uniformly lower than the transaction price, the following steps shall be taken. Also, where the Company and a public company uses the equity method to account for its investment in the Company that have set aside special reserves as mentioned may not utilize the special reserves until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the competent authority has given its consent.

• 7.2.2.5.1 The Company shall set aside a special reserve in accordance with section 1 of Article 41 of the Securities and Exchange Act against the difference between the real property or right-of-use assets transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another company, then the special reserve called for under section 1 of Article 41 of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share of

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  - the Company's equity stake in the other company.

• 7.2.2.5.2 Supervisors shall comply with Article 218 of the Company Act. Where an audit committee has been established in accordance with the provisions of the Act, the preceding part of this subparagraph shall apply mutatis mutandis to the independent director members of the audit committee.

• 7.2.2.5.3 Actions taken pursuant to subparagraph 1 (7.2.2.5.1) and subparagraph 2 (7.2.2.5.2) of this paragraph shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.

• 7.2.2.6 When the Company obtains real property or right-of-use assets from a related party, it shall also comply with the paragraph 5 of this Article (7.2.2.5) if there is other evidence indicating that the acquisition was not an arm’s length transaction.

• 7.2.2.7 Where the Company acquires real property or right-of-use assets from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with 7.2.1 and 7.2.2.1 、 7.2.2.2 、 7.2.2.3 do not apply:

• 7.2.2.7.1 The related party acquired the real property or right-of-use assets through inheritance or as a gift.

• 7.2.2.7.2 More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets to the signing date for the current transaction.

• 7.2.2.7.3 The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land.

• 7.2.2.7.4 The real property right-of-use assets for business use are acquired by the Company and subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.

Article 8 Disposition Procedures for the Acquisition or Disposal of Assets of Intangible Assets or Right-of-Use Assets or Memberships

• 8.1 Appraisal procedures

The Company acquired and dispose with intangible assets or right-of-use assets or memberships in accordance with internal control system fixed asset cycle and the processing procedures.

• 8.2 Operating procedures

• 8.2.1 To acquire and dispose with intangible assets or right-of-use assets or memberships, It should be evaluated by the user first, and did after approval. It is also necessary for the authority refer to fair market price and expert evaluation report, etc., and determined it after inquiry, price comparison and bargaining.

• 8.2.2 The acquisition or disposal of intangible assets or right-of-use assets or memberships that it should be approved by general manager if the amount is less than NT$ 50 million; it should be approved by

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chairman if the amount is between NT$ 50 million to NT$100 million; it should be approved by board of directors if the amount is more than NT$ 100 million.

• 8.2.3 The Company acquired and disposed intangible assets or right-of-use assets or memberships shall be submitted for verification according to the pre-examination authority, the user and the handling unit shall be responsible for the execution.

  • 8.2.4 Where the Company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.

  • 8.2.5 The calculation of the transaction amounts shall be done in accordance with Article 14, section 1, subsection 5 (14.1.5). Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.

• Article 9 Disposition Procedures for the Acquisition and Disposal of Financial Institution’s Creditor Rights

Unless otherwise permitted by the board of directors, the Company is not allowed to have any transaction regarding the acquisition and disposal of financial institution’s creditor rights

• Article 10 The Limited Investment Amount of the Company and its subsidiaries for non-operating Real Property, Right-of-Use Assets and Securities

• 10.1 The total investment amount of the Company and its subsidiaries for non-operating real property and right-of-use assets may not exceed twenty five percent (25%) of the total amount of the Company’s net value together with the Company’s long liability term stated in the latest financial statements.

• 10.2 The total investment amount of the Company and its subsidiaries for all securities and each security may not exceed one hundred percent (100%) and fifty percent (50%) of the total amount of the Company’s net value together with the Company’s long liability term stated in the latest financial statements. The calculation of the total amount in the investment shall be based on the original investment cost.

• Article 11 Disposition Procedures for the Acquisition and Disposal of Derivatives 11.1 Trading principles and strategies

  • The Company may conduct trading of Derivatives base on “hedging purpose” or “financial (trading) purpose”. The Company may apply different risk position limits, forced stop loss points and accounting principles depending on different purpose of the transactions. When trading Derivatives for hedging purpose, it aims to lower the risks of owning the existing assets, debts or irrevocable promise as well as the when-issued trading ； When holding or trading Derivatives for financial (trading) purpose, the Company wishes to earn the price difference from the transaction and will burden risks at the same time.

  • 11.1.1 Types of derivatives

The Company is allowed to conduct trading of Derivatives by forward contracts, options, futures, FX (foreign exchange) swap and

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warrants as well as compound contracts combining the abovementioned products

11.1.2 Hedging strategies

For the Company’s foreign position, it shall offset and even up internally first and then operate base on the net position. When conducting the Derivatives transaction, it shall base on hedging purpose and mainly choose the products that can avoid the risks incurred from the Company’s business operation.

11.1.3 Segregation of duties

11.1.3.1 Operation staff(s)

Operation staff(s) shall be responsible for acquiring market information, judging the trends and identifying the risks as well as being familiar with the financial products, relevant laws and techniques. Also, operation staff(s) shall follow the supervisor’s instructions from the management unit to conduct the transaction for the authorized position and keep the transaction record internally

11.1.3.2Confirmation staff(s)

Confirmation staff(s) shall be independent to confirm the transaction and contact relevant settlement division of financial institutions to review the details of each transaction to complete the internal control system.

• 11.1.3.3Settlement staff(s)

Settlement staff(s) shall be independent to notify the accounting department to process the accounting matters and arrange the payments for settlement when the transaction contracts are due.

11.1.3.4Accounting staff(s)

Accounting staff(s) shall follow the general accounting principles to operate and make up financial statements as well as the measurement of transaction risks, supervision and disclosure.

11.1.4 Essentials of performance evaluation

• 11.1.4.1 Hedging transactions shall be evaluated twice a month periodically and financial (trading) transaction shall be evaluated once a week periodically. Evaluation reports shall submit to the supervisor in charge of approval.

• 11.1.4.2 The basis for performance evaluation of hedging transactions shall base on the exchange rate cost on the book of the Company and the profits and losses incurred from Derivatives transaction. The basis for performance evaluation of financial (trading) transactions shall base on the actual profits and losses incurred therefrom and submit positions statements to managements each week for reference.

• 11.1.5 Total amount of derivatives contracts that may be traded and the maximum loss limit

• 11.1.5.1 Total amount of contracts

  • 11.1.5.1.1 Total transaction amount of FX for hedging purpose:

The management unit shall be able to handle the Company’s total position in order to avoid the risks for FX transactions. The total amount of FX transactions shall not exceed the net position

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of FX. The so called “net position of FX” shall include the foreign currency assets together with net liabilities expected to happen within half of year in the future besides the current net position. When exceeding the net position of FX mentioned above, it shall be submitted to board of directors for approval.

11.1.5.1.2 Total transaction amount for hedging interest rate:

The total transaction amount shall not exceed the company’s borrowings in all currencies from banks together with the issued corporate bonds plus the corporate bonds expected to issue. The management unit may propose a transaction plan regarding the risks of interest rate if needed. For any transaction exceeding the abovementioned limit, it shall be submitted to the board of directors for approval.

• 11.1.5.1.3 Total transaction amount for financial (trading) purpose:

The Company is not supposed to conduct Derivatives transaction unless otherwise approved by the board of directors.

• 11.1.5.2 The maximum loss limit on total trading and for each individual contract:

The maximum loss limit on total trading is US$500 thousand ； and the maximum loss limit on total trading is US$100 thousand.

• 11.2 Operational Procedures

• 11.2.1 Authorized amount, level and execution unit

• 11.2.1.1 The maximum transaction amount of FX for hedging purpose Representatives for executing the FN transactions and maximum transaction amount limit are as followings:

Authorized representatives for the transactions	Maximum transaction amount limit per day	Maximum authorized transaction amount for the accumulated non-charge off position
Chairman of the board of directors	Equal or More than US$10 million	US$10 million
General Manager	US$10 million	US$60 million
The supervisor of the management unit	US$5 million	US$30 million

For any transaction exceeding the limited or authorized maximum amount, it shall be reported to upper level representatives authorized for higher transaction amount for approval. If the transaction amount exceeds the highest limited or authorized maximum amount, it shall be submitted to the board of directors for approval.

• 11.2.1.2 The maximum transaction amount for hedging interest rate. Each transaction shall be approved by the supervisor subject to different transaction amount before processing. The total transaction amount shall not exceed the company’s borrowings in all currencies from banks together with the issued corporate bonds plus the corporate

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bonds expected to issue. For any transaction exceeding the abovementioned limit, it shall be submitted to the board of directors for approval.

11.2.2 Standard operation procedures of the transactions

11.2.2.1 To confirm the trading positions.

11.2.2.2 To analyze the trend and make a judgement.

11.2.2.3 To decide the methods for avoiding the risks.

11.2.2.4 To acquire approvals for the transactions

11.2.2.5 To execute the transactions

Counterparty for the transactions: mainly shall be the financial institutions having transactions with the Company.

Authorized representatives: The authorized representatives shall seek for the supervisor’s approval and then notify the financial institutions having business with the Company. No one is allowed to conduct the transactions except the authorized representatives.

11.2.2.6 Confirmation of the transactions:

The authorized representatives shall fill in the transaction receipt for the confirmation staff(s) to review the consistency between the authorized terms and the transaction receipt.

11.2.2.7 Accounting procedures:

The accounting department shall make accounting entries and log in the accounting transactions base on voucher for settlement and the relevant transaction certificates.

11.2.2.8 Settlement: After confirmation for the transactions, the management unit shall designate a staff for the settlement to prepare the payments and relevant receipts on the settlement date to settle at the mutually agreed price.

11.3 Risk management measures

11.3.1 Credit risk management

Unless approved by the chairman of the board of directors, the counter party shall limit to financial institutions in general.

11.3.2 Market risk management

The Company shall mainly focus on the financial products that are commonly traded in the world and avoid purchasing the very few special design products.

11.3.3 Liquidity risk management

In order to keep the market liquidity, the Company shall mainly choose financial products with higher liquidity (which can even up in the market at any time). The entrusted financial institutions shall have sufficient information and the ability to trade in any market.

11.3.4 Cash flow risk management

The Company shall confirm with the settlement staff(s) the transaction amount would not cause the insufficient of cash flow. 11.3.5 Operational risk management

The Company shall operate subject to the authorized transaction amount, operational procedures to avoid the operational risks. 11.3.6 Legal risk management

The Company shall operate subject to the relevant regulations for the Company’s internal control system.

11.3.7 Product risk management

Operation staff(s) and bank of the counterparty shall have complete

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and accurate professional knowledge regarding the Derivatives transaction. The Company shall request the bank to fully disclose the risks to avoid losses from misusing the Derivatives.

• 11.4 Internal audit system

• The internal audit staff(s) shall check the suitability of internal control of Derivatives transactions periodically and inspect monthly the compliance of the trading departments with the "Handling Procedure to Engage in the Transaction of Derivatives" and analyze the trading cycle in order to make the auditing report. For discovery of any material violation, the internal audit staff(s) shall notify the supervisors in written notices.

• Where independent directors have been appointed in accordance with the provisions of the Act, for matters for which notice shall be given to the supervisors under the preceding paragraph, written notice shall also be given to the independent directors.

Where an audit committee has been established in accordance with the provisions of the Act, the provisions of the preceding relating to supervisors shall apply mutatis mutandis to the audit committee.

• 11.5 Supervision

• 11.5.1 The general manager shall aware and supervise the risks of Derivatives transactions as well as control the risks at any time. Also, the general manager shall evaluate if the transaction performance has complied with the existing operation strategy and if the burden risks are within the permitted scope.

• 11.5.2 The Company shall report to the soonest meeting of the board of directors after it authorizes the relevant personnel to handle derivates trading in accordance with its Procedures for Engaging in Derivatives Trading.

• 11.5.3 The Company shall keep log books for conducting the Derivatives transactions to specify the varieties of Derivatives, the transaction amount, the approval date of the board of directors and other matters that shall be evaluated carefully subject to the Procedures.

• Article 12 Disposition procedures for conducting merger, demerger, acquisition or transfer of shares

• 12.1 Assessment and working procedures

• 12.1.1 When conducting a merger, demerger, acquisition, or transfer of shares, the Company shall invite a CPA, attorney and securities underwriter to mutually schedule an estimated agenda for processing procedures subject to the law. Prior to convening the board of directors to resolve on the matter, the Company shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage. A CPA, attorney, or securities underwriter and counterparty shall not be a related party.

• 12.1.2 When participating in a merger, demerger, acquisition, or transfer of shares, the Company shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders’ meeting and include it along with the expert opinion referred to in the preceding subsection(12.1.1) when sending shareholders notification of the shareholders’ meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided,

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

• 12.2 Other matters that shall take care with caution

• 12.2.1 The date of the meeting for the board of directors and shareholders:

• 12.2.1.1 When participating in a merger, demerger or acquisition, the Company shall convene a board of directors’ meeting and shareholders’ meeting on the same day as the other companies participating in a merger, demerger, or acquisition do to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the competent authority is notified in advance of extraordinary circumstances and grants consent.

• 12.2.1.2 When participating in a transfer of shares, the Company shall call a board of directors meeting on the same day as the other companies participating in a transfer of shares do, unless another act provides otherwise or the competent authority is notified in advance of extraordinary circumstances and grants consent.

• 12.2.1.3 When participating in a merger, demerger, acquisition, or transfer of shares, the Company shall prepare a full written record of the following information and retain it for five (5) years for reference:

• 12.2.1.3.1 Basic identification data for personnel: Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of shares prior to the disclosure of information.

• 12.2.1.3.2 Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a board of directors’ meeting.

• 12.2.1.3.3 Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of board of directors’ meetings.

• 12.2.1.4 The Company shall, within two (2) days commencing immediately from the date of passage of a resolution by the board of directors, report (in the prescribed format and via the Internet-based information system) the information set out in subparagraphs one and two (12.2.1.3.1~12.2.1.3.2) of the preceding paragraph (12.2.1.3) to the competent authority for recordation.

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• 12.2.1.5 For a counter company that participate in merger, demerger, acquisition, or transfer of shares with the Company which is not a listed company or trading securities on the Securities Market, the Company shall sign an agreement with the counter company and operate in accordance with paragraph three and four (12.2.1.3~12.2.1.4) under this subsection (12.2.1).

  • 12.2.2 Undertaking of Confidentiality prior to the enforcement of the project: Every person participating in or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.

• 12.2.3 Principles for altering the share exchange ratio or acquisition price: The Company participating in a merger, demerger, acquisition, or transfer of shares may not arbitrarily alter the share exchange ratio or acquisition price unless under the below-listed circumstances and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares:

• 12.2.3.1 Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based on securities.

• 12.2.3.2 An action, such as a disposal of major assets that affects the

      - Company's financial operations.
  

• 12.2.3.3 An event, such as a major disaster or major change in technology that affects shareholder equity or share price.

• 12.2.3.4 An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.

• 12.2.3.5 An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.

• 12.2.3.6 Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.

  • 12.2.4 Contents to be specified in the contract: The contract for participation in a merger, demerger, acquisition, or of shares shall specify those stipulated in Article 317-1 of the Company Act and Article 22 of the “Business Mergers and Acquisitions Act as” well as the following:

• 12.2.4.1 Handling of breach of contract.

   - 12.2.4.2 Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.
  
   - 12.2.4.3 The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.
  
   - 12.2.4.4 The manner of handling changes in the number of participating entities or companies.
  

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     - 12.2.4.5 Preliminary progress schedule for plan execution, and anticipated completion date.

     - 12.2.4.6 Scheduled date for convening the legally mandated shareholders’ meeting if the plan exceeds the deadline without completion, and relevant procedures.

  - 12.2.5 Variation of the number of companies participating in merger, demerger, acquisition, or share transfer: After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company's shareholders’ meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders’ meeting to resolve on the matter anew.

  - 12.2.6 Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the Company shall sign an agreement with the non-public company whereby the latter is required to abide by the provisions of Article 2.1(The date of the meeting for the board of directors) , Article 2.2(Undertaking of Confidentiality prior to the enforcement of the project), and Article 2.5(Variation of the number of companies participating in merger, demerger, acquisition, or share transfer).

• Article 13 Written Record

• 13.1 The Company’s acquiring and disposing of assets which shall be approved by the board of directors’ subject to the Procedures and other relevant laws and regulations, if any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to each independent director. When the transactions for acquiring and disposing of assets are submitted for discussion by the board of directors’ subject to the Procedures, the board of director shall take into full consideration of each independent director's opinion. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors’ meeting.

• 13.2 If the Company’s manager and the management unit has violated the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” issued by the competent authority or the Procedures when acquiring or disposing of the Company’s assets, that employee shall be punished subject to the working rules and the related regulations for human resources management personnel of the Company.

• Article 14 Public Announcement and Regulatory Filing

• 14.1Under any of the following circumstances, a public company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event:

  • 14.1.1 Acquisition or disposal of real property or right-of-use assets from or to a related party, or acquisition or disposal of assets other than

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real property from or to a related party where the transaction amount reaches twenty (20) percent or more of paid-in capital, ten (10) percent or more of the Company's total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or repurchase of money market funds issued by domestic securities investment trust enterprises.

  - 14.1.2 Mergers, demergers, acquisitions, or transfer of shares.

  - 14.1.3 Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company.

  - 14.1.4 Where an asset transaction other than any of those referred to in the preceding three subsections (14.1.1~14.1.3), a disposal of receivables by a financial institution, or an investment in the mainland China area reaches twenty (20) percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:

     - 14.1.4.1 Trading of domestic government bonds.

     - 14.1.4.2 Trading of bonds under repurchase/resale agreements, or subscription or repurchase of domestic money market funds issued by domestic securities investment trust enterprises.

     - 14.1.4.3 Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million or more.

     - 14.1.4.4 Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on related land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million.

  - 14.1.5 The amount of transactions in the preceding four subsections (14.1.1~14.1.4) above shall be calculated as follows. "Within the preceding year" refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with the Procedures need not be counted toward the transaction amount.

  - 14.1.5.1 The amount of any individual transaction.

• 14.1.5.2 The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year.

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

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

• 14.2The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by company and

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any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the competent authority by the tenth (10[th] ) day of each month.

• 14.3When the Company at the time of public announcement makes an error or omission in an item required by procedures to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety.

• 14.4The Company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at Company’s headquarters, where they shall be retained for five (5) years except where another act provides otherwise.

• 14.5Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with this article, a public report of relevant information shall be made on the information reporting website designated by the competent authority within two (2) days commencing immediately from the date of occurrence of the event:

  • 14.5.1 Change, termination or rescission of a contract signed in regard to the original transaction.

  • 14.5.2 The merger, demerger, acquisition or transfer of shares is not completed by the scheduled date set forth in the contract.

  • 14.5.3 Change to the originally publicly announced and reported information.

• Article 15 The Company’s subsidiaries are required to carry out the following provisions:

• 15.1 The subsidiary shall follow the Company’s regulations and procedures when acquiring or disposing of assets.

• 15.2 Acquisitions and disposals of assets by the subsidiary that is not a public company in Taiwan shall be reported by the parent company when the acquisitions and disposals of assets by the subsidiary reaches the standard for public announcement and regulatory filing specified in the previous articles or relevant laws and regulations.

• 15.3The paid-in capital or total assets of the Company shall be the standard applicable to a subsidiary referred in determining whether, relative to paid-in capital or total assets, it reaches a threshold requiring public announcement and regulatory filing.

• 15.4 In the case of the Company’s shares having no par value or a par value other than NT$10, for the calculation of transaction amounts of twenty (20) percent of paid-in capital under the Procedures, ten (10) percent of equity attributable to owners of the parent shall be substituted.

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Article 16 Enforcement

The audit committee has been established by the Company in accordance with the provisions of the Act, when the procedures are adopted or amended they shall be approved by more than half of all audit committee members and submitted to the board of directors for a resolution.

If approval of more than half of all audit committee members as required in the preceding paragraph is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting. The terms "all audit committee members" in paragraph 1 and "all directors" in the preceding paragraph shall be counted as the actual number of persons currently holding those positions.

After the procedures have been approved by the board of directors and then to a shareholders' meeting for approval; the same applies when the procedures are amended. When the procedures are submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

The Procedures were duly amended on May 27, 2002 as the 1st amendment. The Procedures were duly amended on June 5, 2003 as the 2nd amendment. The Procedures were duly amended on June 13, 2007 as the 3rd amendment. The Procedures were duly amended on June 13, 2012 as the 4th amendment. The Procedures were duly amended on June 19, 2014 as the 5th amendment. The Procedures were duly amended on June 17, 2016 as the 6th amendment. The Procedures were duly amended on June 16, 2017 as the 7th amendment. The Procedures were duly amended on June 13, 2019 as the 8th amendment.

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Appendix 4

Altek Corporation

Regulations Governing Extending Loans and Governing Granting Endorsements or Guarantees to Others

Article 1: Purpose and basis

The “Regulations Governing Extending Loans and Governing Granting Endorsements or Guarantees to Others” (hereinafter “these Regulations”) is promulgated pursuant to Article 36-1 of the Securities and Exchange Act and the relevant regulations of the competent authorities for the compliance of the Company in extending loans to and granting endorsements or guarantees to others.

Where the Company’s financial reports are prepared according to the International Financial Reporting Standards (IFRSs), “net worth” in the “these Regulations” means the balance sheet equity attributable to the owners of the parent company under the “Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Section I Extending loans operation

Article 2: Extending loans scope and entities

Under Article 15 of the Company Act, the Company shall not loan funds to any of the shareholders or any other person without the approval of the board of directors except under the following circumstances: an inter-company or inter-firm business transaction calls for a loan arrangement or a short-term financing facility is necessary (hereinafter “borrower”). The so-called “short-term” means one year or one operating cycle (whichever is longer).

Article 3: Extending loans and limits

1. The extending loans is for an amount not exceeding 40% of the net value on the Company’s latest financial statements audited, certified, or reviewed by the CPAs (hereinafter referred to as the net value of the financial statements). The aforementioned restrictions shall not apply to inter-company extending loans between overseas companies in which the Company holds, directly or indirectly, 100% of the voting shares, nor to extending loans to the Company by any overseas company in which the Company holds, directly or indirectly, 100% of the voting shares. However, the Company shall still prescribe limits on the aggregate amount of such loans and on the amount of such loans permitted to a single borrower, which is limited to 100% of the net worth of the borrower as stated in the latest financial report; also, the duration of such loans is not intended for a short period of time, but it shall not be for more than 2 years.

2. Where an inter-company or inter-firm short-term financing facility is necessary, the total financing amount shall not exceed 20% of the Company’s net worth as stated in the latest financial statements. The extending loans to a single entity shall not exceed 10% of the Company’s net worth as stated in the latest financial statements.

3. Where an extending loan with a company or firm that has business transactions conducted with the Company is necessary, the total financing amount shall not exceed 40% of the Company’s net worth as stated in the latest financial statements. The extending loans to a single entity are limited to the purchase or sales amount conducted within the most recent year; also, it may not exceed 10% of the Company’s net worth as stated in the latest financial statements.

4. Where as a result of changes of condition the entity for which loaning of the

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fund is extended no longer meets the requirements of the Company’s “these Regulations” or the amount of loans exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans to the Audit Committee members, and shall complete the rectification according to the timeframe set out in the plan.

Article 4: Operational procedures

1. The responsible unit should evaluate the necessity and reasonableness of extending loans to the borrower; also, conduct credit status and risk assessment on the borrower’s business operation, financial status, solvency and credit, profitability, the intended use of the loan, etc., and assess the Company’s operational risks, financial conditions, the impact on shareholders’ equity, and the value of collateral in order to formulate an assessment report on the maximum loan amount, term, and interest calculation method for the approval of the board of directors before implementation. In addition, the opinions of the independent directors shall be fully considered when discussing at the board of directors, and any dissenting opinions or reservations of independent directors shall be stated in the minutes of the board meeting.

2. The extending loans between the Company and the subsidiaries, or between the subsidiaries, shall be submitted for a resolution by the board of directors, and the Chairman may be authorized, for a specific borrowing counterparty, within a certain monetary limit resolved by the board of directors, and within a period not to exceed 1 year, to grant loans in installments or to make a revolving credit line available for the counterparty to drawdown.

3. The “certain monetary limit” mentioned in the preceding paragraph must comply with the provisions of Article 3.

4. The borrower should issue a guaranteed promissory note of the same amount to the Company so to ensure the creditor’s rights and the Company shall present the promissory note to the bank for payment on the due date. In addition to the aforementioned guarantee promissory note, if it is deemed as necessary by the board of directors, the borrower shall provide the Company with a collateral for a certain financing amount with its integrity intact. For the aforementioned security for an obligation, if the borrower provides an individual or company with considerable resources and credit as the guarantor instead of providing a collateral, the board of directors may consider the investigation opinion of the responsible unit for further process. For a company acting as a guarantor, the guaranteeing company must stipulate in its articles of incorporation to act as a guarantor, and shall submit the minutes of its shareholders’ meeting on relevant matters.

5. The borrower shall repay the principal and interest immediately upon the loan due. If the borrower needs to renew the loan after paying the due loan in full, it should file another application with the Company.

6. When the borrower repays the loan at or before the loan due, the responsible unit shall first calculate the interest payable and the repay the loan principal and interest in a lump sum before canceling the promissory note of the loan and returning it to the lender or canceling the mortgage. The loan interest shall be calculated at a rate not lower than the bank's short-term loan rate on the day of the borrowing. The interest of the extending loans between the Company and the subsidiaries, or between subsidiaries, is calculated and adjusted according to the capital cost of the Company, and is not subject to the aforementioned restrictions.

7. The Company shall prepare a memorandum book for the extending loan activities and truthfully record the following information: borrower, amount, date of approval by the board of directors, lending or borrowing date, and

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matters to be carefully evaluated.

1. The responsible unit should observe regularly the financial and business conditions of the borrowers and the guarantor. For the collateral provided, if any, it is necessary to observe whether there is any change in the value. The significant change in the value of the collateral, if any, should be immediately reported to the Chairman for instructions in order to have it processed properly.

2. The Company shall evaluate the status of the extending loans and reserve sufficient allowance for bad debts, and shall adequately disclose relevant information in the financial reports and provide the CPAs with relevant information for implementation of necessary auditing procedures.

3. The Company’s internal auditors shall audit the Operational Procedures for Extending Loans to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the Audit Committee members in writing of any material violation found.

4. The managerial officers and responsible units of the Company that violate the “Regulations Governing Extending Loans and Governing Granting Endorsements or Guarantees to Others” issued by the competent authorities and the Company’s “these Regulations” in extending loans shall be punished in accordance with the relevant provisions of the work rules and personnel management regulations.

5. Where the Company’s subsidiary intends to extend loans to others, the Company shall instruct it to formulate its own “Regulations for Extending Loans to Others” in compliance with the Company’s “these Regulations” and it is to be resolved by the subsidiary’s board of directors; also, the subsidiary shall comply with its “Regulations for Extending Loans to Others.” The Company’s internal auditors shall review the subsidiary’s self-inspection report and related matters. The so-called “subsidiary” is identified in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers.”

Article 5: Announcement and report

The announcement and report of the Company’s extending loans to others shall be handled in accordance with the “Regulations Governing Extending Loans and Governing Granting Endorsements or Guarantees to Others” and it should be uploaded to the website designated by the competent authorities:

1. The Company shall announce and report the previous month’s balance of extending loans of the Company and the subsidiaries by the 10th day of each month.

2. The Company whose extending loans reaches one of the following levels shall announce and report such event within 2 days commencing immediately from the date of occurrence:

3. (1)The aggregate balance of loans to others by the Company and the subsidiaries reaches 20% or more of the Company’s net worth as stated in the latest financial statements.

4. (2)The balance of loans granted by the Company and the subsidiaries to a single enterprise reaches 10% or more of the Company’s net worth as stated in the latest financial statements.

5. (3)The amount of new extending loans by the Company or the subsidiaries reach NT$10 million or more, and reaches 2% or more of the Company’s net worth as stated in its latest financial statements.

6. If the subsidiary of the Company is not a domestic public company in Taiwan, the subsidiary should have the matters that should be announced and reported as stated in subparagraph 3 of the preceding paragraph announced and

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reported by the Company.

1. “Date of occurrence” means the date of contract signing, date of payment, dates of the board of directors’ resolutions, or other dates that can confirm the counterparty and monetary amount of the extending loans, whichever date is earlier.

Section II Endorsements or Guarantees operation

Article 6: Scope of endorsements or guarantees

1. Financing endorsements or guarantees

2. (1)Bill discount financing.

3. (2)Endorsement or guarantee granted to meet the financing needs of another company.

4. (3)Issuance of a separate negotiable instrument to a non-financial enterprise as security to meet the financing needs of the company itself.

5. Customs duty endorsement or guarantee, meaning an endorsement or guarantee for the Company or another company with respect to customs duty matters.

6. Other endorsements or guarantees, meaning endorsements or guarantees beyond the scope of the above two paragraphs.

7. Any creation by the Company of a pledge or mortgage on the chattel or real property as security for the loans of another company shall also comply with “these Regulations.”

Article 7: Endorsement or guarantee companies

The Company may grant endorsement or guarantee to the following companies: A company that the Company does business with; a company in which the Company directly and indirectly holds more than 50% voting shares, or a company that directly and indirectly holds more than 50% voting shares of the Company.

Subsidiaries in which the Company holds, directly or indirectly, 90% or more of the voting shares may grant endorsements or guarantees to each other, and the amount of endorsements or guarantees may not exceed 10% of the net worth of the Company, provided that this restriction shall not apply to endorsements or guarantees granted between companies in which the Company holds, directly or indirectly, 100% of the voting shares.

Where all capital contributing shareholders grant endorsements or guarantees to their jointly invested company in proportion to their shareholding percentages, such endorsements or guarantees may be granted free of the restriction of Paragraph 1. Capital contribution referred to in the preceding paragraph shall mean capital contribution directly by the Company, or through a company in which the Company holds 100% of the voting shares.

Article 8: Endorsement or guarantee limit

1. Where the total endorsements or guarantees amount of the Company and between the Company and the subsidiaries shall not exceed 50% of the Company’s net worth as stated in the latest financial statements. The granting of endorsements or guarantees to a single entity shall not exceed 20% of the Company’s net worth as stated in the latest financial statements.

2. The granting of endorsements or guarantees to a single entity due to the business relationship shall not exceed the purchase or sales amount between the two parties within the most recent year, whichever is higher.

3. Where as a result of changes of conditions the entity for which the amount of endorsement or guarantee exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans to the Audit Committee members, and shall complete the rectification according to the timeframe set

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out in the plan.

• Article 9: Operational procedures for granting endorsements or guarantees to others

• The responsible unit should evaluate the necessity and reasonableness of the Company’s granting endorsements or guarantees; also, the credit status and risk assessment of the endorsement or guarantee entity, the impact on the Company’s business operations, financial condition, and shareholders’ equity in order to formulate an assessment report for the approval of the board of directors or by the authorized Chairman before having negotiable instruments sealed or issued. Before granting any endorsement or guarantee pursuant to Article 7, Paragraph 2, a subsidiary in which the Company holds, directly or indirectly, 90% or more of the voting shares shall submit the proposed endorsement or guarantee to the Company’s board of directors for a resolution, provided that this restriction shall not apply to endorsements or guarantees granted between companies in which the Company holds, directly or indirectly, 100% of the voting shares.

• An endorsement or guarantee can be granted only after the evaluation results have been submitted to and resolved upon by the board of directors, or approved by the Chairman of the board, where empowered by the board of directors within a specific limit as stated in the preceding paragraph, for subsequent submission to and ratification by the next board meeting. The board of directors while granting endorsements or guarantees to others shall take into full consideration each independent director’s opinions; independent directors’ opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the board meeting.

• The responsible unit shall prepare a memorandum book for the endorsements or guarantees activities and document the following information for records: The entity for which the endorsement or guarantee is granted, the endorsement or guarantee entity, risk assessment result, the date of passage by the board of directors or of authorization by the Chairman of the board, the date the endorsement or guarantee is granted, the amount the endorsement or guarantee is granted, the collateral collected, and the conditions for and date of endorsement or guarantee canceled.

• The responsible unit shall track and assess the financial status of the guaranteed company and the use of funds. The President and Chairman of the Company should be immediately notified of any major changes and they shall give instructions to the responsible unit for further process. The responsible unit shall take the initiative to track whether an endorsement or guarantee is closed or not on the expiry day.

• Where the Company needs to exceed the limits set out in these Regulations for granting endorsements or guarantees to satisfy its business needs, and where the conditions set out in these Regulations for Endorsements or Guarantees to Others are complied with, the Company shall obtain approval from the board of directors and a half or more of the directors shall act as joint guarantors for any loss that may be caused to the Company by the excess endorsement or guarantee. The Company shall also amend these Regulations for Endorsements or Guarantees to Others accordingly and submit the same to the shareholders’ meeting for ratification after the fact. If the shareholders’ meeting does not give consent, the Company shall adopt a plan to discharge the amount in excess within a given time limit.

• When the endorsement or guarantee is to be canceled upon the request of the Company or the guaranteed company, the responsible unit should confirm that the guaranteed company has the guarantee responsibility canceled and has obtained the necessary document from the creditor to have the Company exempted from the guarantee responsibility.

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1. The Company shall use the corporate chop registered with the Ministry of Economic Affairs as the dedicated chop for endorsements or guarantees. The negotiable instruments and corporate chop shall be kept separately in the custody of the designated person and may be used to seal or issue negotiable instruments only in prescribed procedures of the Company. The relevant custodians shall be appointed by the board of directors with a personnel register prepared for the record, same for the amendments made. When granting a guarantee to an overseas company, the Company shall have the Guarantee Agreement signed by a person authorized by the board of directors.

2. The responsible unit shall evaluate or record the contingent loss for endorsements or guarantees, and shall adequately disclose information on endorsements or guarantees in the financial reports and provide the CPAs with relevant information for implementation of necessary audit procedures.

3. The Company’s internal auditors shall audit these Regulations for Granting Endorsements or Guarantees to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the Audit Committee members in writing of any material violation found.

4. The managerial officers and responsible units of the Company that violate the “Regulations Governing Extending Loans and Governing Granting Endorsements or Guarantees to Others” issued by the competent authorities and the Company’s “Operational Procedures” in granting endorsements or guarantees to others shall be punished in accordance with the relevant provisions of the work rules and personnel management regulations.

5. Where the Company’s subsidiary intends to grant endorsements or guarantees to others, the Company shall instruct the said subsidiary to formulate its own “these Regulations for Granting Endorsements or Guarantees to Others” in compliance with the Company’s “these Regulations” and it is to be resolved by the subsidiary’s board of directors; also, the subsidiary shall comply with its “these Regulations for Granting Endorsements or Guarantees to Others.” For circumstances in which an entity for which the Company grants any endorsement or guarantee is a subsidiary whose net worth is lower than half of its paid-in capital, relevant follow-up monitoring and control measures shall be expressly prescribed. The Company’s internal auditors shall review the subsidiary’s self-inspection report and related matters. In the case of a subsidiary with shares having no par value or a par value other than NT$10, the paid-in capital calculated according to the aforementioned provision should be the total amount of the capital stock plus the “additional paid-in capital – issuance premium.”

Article 10: Announcement and report

The announcement and report of the Company’s granting endorsements or guarantees to others shall be handled in accordance with the “Regulations Governing Extending Loans and Governing Granting Endorsements or Guarantees to Others” and it should be uploaded to the website designated by the competent authorities:

1. The Company shall announce and report the previous month’s balance of endorsements or guarantees of the Company and the subsidiaries by the 10th day of each month.

2. The Company whose granting endorsements or guarantees reach one of the following levels shall announce and report such event within 2 days commencing immediately from the date of occurrence:

3. (1)The aggregate balance of endorsement or guarantee granted to others by the Company and the subsidiaries reaches 50% or more of the Company’s net worth as stated in the latest financial statements.

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• (2)The balance of endorsement or guarantee granted by the Company and the subsidiaries to a single enterprise reaches 20% or more of the Company’s net worth as stated in the latest financial statements.

• (3)The balance of endorsements or guarantees granted by the Company and the subsidiaries to a single enterprise reach NT$10 million or more and the aggregate amount of all endorsements or guarantees for, the book value of the investment under the equity method, and the balance of loans to, such enterprise reaches 30% or more of the Company’s net worth as stated in the latest financial statements.

• (4)The amount of new endorsements or guarantees granted by the Company or the subsidiaries reaches NT$30 million or more, and reaches 5% or more of the Company’s net worth as stated in the latest financial statements.

• The Company shall announce and report on behalf of any subsidiary thereof that is not a public company in Taiwan on any matters that such subsidiary is required to announce and report pursuant to subparagraph 4 of the preceding paragraph.

• “Date of occurrence” means the date of contract signing, date of payment, dates of the board of directors’ resolutions, or other dates that can confirm the counterparty and monetary amount of granting endorsement or guarantee, whichever date is earlier.

Article 11: Enforcement

The audit committee has been established by the Company in accordance with the provisions of the Act, when the Regulations are adopted or amended they shall be approved by more than half of all audit committee members and submitted to the board of directors for a resolution.

If approval of more than half of all audit committee members as required in the preceding paragraph is not obtained, the Regulations may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting. The terms "all audit committee members" in paragraph 1 and "all directors" in the preceding paragraph shall be counted as the actual number of persons currently holding those positions.

The Company’s “these Regulations” after the resolutions of the board of directors should be submitted to each independent director and the shareholders’ meeting for approval. Where there any director expresses dissent and it is contained in the meeting minutes or a written statement, the Company shall submit the dissenting opinions to each independent director and the shareholders’ meeting for discussion, same for the amendments.

The Procedures were duly amended on May 27, 2002 as the 1st amendment. The Procedures were duly amended on June 9, 2003 as the 2nd amendment. The Procedures were duly amended on June 14, 2006 as the 3rd amendment. The Procedures were duly amended on June 16, 2009 as the 4th amendment. The Procedures were duly amended on June 15, 2010 as the 5th amendment. The Procedures were duly amended on June 2, 2015 as the 6th amendment. The Procedures were duly amended on June 16, 2017 as the 7th amendment. The Procedures were duly amended on June 13, 2019 as the 8th amendment.

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Appendix 5

Altek Corporation

Shareholding of Directors

Book closure date: April 19, 2022

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	1,079,934	0.39
Director	Vincent Kao*	2020.06.12	13,956,100	4.99	14,630,100	5.24
Director	Belle Liang*	2020.06.12	13,956,100	4.99	14,630,100	5.24
Director	Sophia Chen	2020.06.12	0	0.00	0	0.00
Independent Director	MORI SHOREI	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
Total			14,854,839	5.31	15,710,034	5.63

• 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, 2022 are 279,201,125 shares.

• Note 3 : As of April 19, 2022, the total shareholdings of all Directors are 15,710,034 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.

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