AUDIX — AGM Information 2022

Jun 28, 2022

Stock Code ： 2459

AUDIX CORPORATION

Handbook of 2022 Annual Shareholders' Meeting [Translation]

Date ： June 17, 2022

Important Disclaimer

This English-version handbook is a summary translation of the Chinese version and is not an official document of the shareholders meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

Table of Contents

Table of Contents
1. Meeting Procedure ........................................................................................ 2. Meeting Agenda ............................................................................................ I. Reported Matters .................................................................................. II. Acknowledged Matters ......................................................................... III. Matters for Discussion (I) ..................................................................... IV. Election Matters .................................................................................... V. Matters for Discussion (II) ................................................................... VI. Extemporary Motions ........................................................................... 3. Attachment I. Business Report .................................................................................... II. Audit Committee’s Review Report ...................................................... III. Independent Auditor’s Report and 2021 Financial Statements ............ IV. Comparison of Provisions Before and After Amendments to the “Articles of Incorporation” ................................................................... V. Comparison of Provisions Before and After Amendments to the “Regulations Governing the Election of Directors” ............................. VI. Comparison of Provisions Before and After Amendments to the “Operational Procedures for Acquisition or Disposal of Assets” ......... VII. List of Director (including Independent Director) Candidates ............ 4. Appendix I. Rules of Procedure for Shareholders’ Meetings ................................... II. Articles of Incorporation ...................................................................... III. Regulations Governing the Election of Directors ................................ IV. Shareholding of All Directors ...............................................................	Page
	.11 .13 .15 .16 .17 .18 .18 .19 . 11 . 21 . 22 . 41 . 45 . 49 . 57 . 61 . 65 . 73 . 76

1. Meeting Procedure

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Audix Corporation

Meeting Procedure for

2022 Annual Shareholders' Meeting

I. Call the Meeting to Order

II. Chairman’s Address

III. Reported Matters

IV. Acknowledged Matters

• V. Matters for Discussion (I)

VI. Election Matters

VII. Matters for Discussion (II)

VIII. Extemporary Motions

IX. Meeting Adjourned

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2. Meeting Agenda

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Audix Corporation 2022 Annual Shareholders’ Meeting

Meeting Agenda

Meeting Type: Physical shareholders meeting

Time: 9:00 a.m., June 17, 2022 (Friday)

Location: 9F., No. 8, Lane 120, Sec. 1, Neihu Rd., Neihu Dist., Taipei, Taiwan, R.O.C.

Meeting Agenda:

• I. Call the Meeting to Order (report on the number of shares present)

• II. Chairman’s Address

III. Reported Matters

• (I) To report the business of 2021.

• (II) Audit Committee’s Review Report.

• (III) To report 2021 employees’ profit sharing bonus and directors’ compensation.

• (IV) To report 2021 distribution of dividends and bonuses.

• IV. Acknowledged Matters

• (I) To approve the 2021 financial statements. (including 2021 business report)

• V. Matters for Discussion (I)

• (I) Amendment to the “Articles of Incorporation”.

• (II) Amendment to the “Regulations Governing the Election of Directors”.

• (III) Amendment to the “Operational Procedures for Acquisition or Disposal of Assets”.

Voting on the above motions

VI. Election Matters: Election of Directors (including Independent Directors)

VII. Matters for Discussion (II)

• (I) Discussion to release non-compete restriction on the company's newly elected directors.

VIII. Extemporary Motions

• IX. Meeting Adjourned

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I. Reported Matters

Item 1

Proposal: To report the business of 2021.

Explanation: Please refer to Attachment 1. (Pages 11-20 of this Handbook)

Item 2

Proposal: Audit Committee’s Review Report. Explanation: Please refer to Attachment 2. (Page 21 of this Handbook)

Item 3

Proposal: To report 2021 employees’ profit sharing bonus and directors’ compensation. Explanation:

• (I) On March 18, 2022, the Board of Directors approved the 2021 employees' profit sharing bonus of NT$18,500,000 and directors' compensation of NT$6,300,000, all of which would be paid in cash.

• (II) The amount of employee’ profit sharing bonus and director's compensation proposed by the Board of Directors is not different from the estimated amount in the year.

Item 4

Proposal: To report 2021 distribution of dividends and bonuses. Explanation:

• (I) In accordance with Article 26-1 of the Articles of Incorporation, in the case of distributing dividends to shareholders or distributing all or part of the legal reserve and additional paid-in capital in the form of cash, a resolution must be adopted by a majority vote at the Board meeting attended by two-thirds of the total number of directors, and a report of such distribution shall be submitted to the shareholders’ meeting.

• (II) Cash dividends to common share holders of totaling NT$369,584,653. Each common share holder will be entitled to receive a cash dividend of NT$2.5 per share and additional paid-in capital cash dividend of NT$1.0 per share, for a total of NT$3.5 per share. In accordance with Article 241 of the Company Act, the above cash dividends from additional paid-in capital derived from the issuance of shares in excess of par value of the Corporate Bonds was NT$105,595,615, and the cash distribution was based on the number of shares held by shareholders in the shareholder list as of date for book closure.

• (III) The Board of Directors has resolved and authorized the Chairman to decide the ex-dividend date, date of issuance and other relevant issues. In the event that proposed distribution of earnings is affected by a change in the Company's outstanding common shares, the Chairman is also authorized by the Board of Directors to make adjustment to such distribution rate at his discretion.

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II. Acknowledged Matters

Item 1 (Proposed by the Board of Directors)

Proposal: To approve the 2021 financial statements (including 2021 business report). Explanation:

• (I) The Company’s business report, financial statements and earnings distribution proposal for 2021 have been approved by the Board of Directors on record and the financial statements have been audited by CPA Wang, Hsuan-Hsuan and CPA Yu, Chien-Ju from Ernst & Young. The aforementioned financial statements, business report and earnings distribution proposal have been reviewed by the Audit Committee, which has issued a review report. Please refer to Attachments 1, 2 and 3. (Pages 11-40 of this Handbook)

• (II) The earnings distribution tale for 2021 is as follows:

Audix Corporation

2021 Earnings Distribution Tale

Unit: NT$

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Item Amount
Net Income of 2021 529,492,828
Plus: Remeasurement of defined benefit plans (2021) 705,495
Less: Legal reserve (53,019,832)
Special reserve (76,714,079)
Earnings in 2021 Available-for-Distribution 400,464,412
Plus: Unappropriated earnings of previous years 1,877,257,631
Unappropriated Earnings as of December 31, 2021 2,277,722,043
Distribution item:
Shareholders' bonuses - cash dividends (NT$2.5 per share) (263,989,038)
Unappropriated Eearnings at the end of the period 2,013,733,005
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Chairman: Chung, Cheng-huang

Chief Executive Officer: Chung, Yuan-kai

Chief Financial Officer: Chen, Liang-teh

Note 1 The Company's principle of earnings distribution is to distribute the Earnings in 2021 available-for-distribution first, and if there is a shortfall, the accumulated available-for-distribution earnings of previous years will be distributed in the order of the year in which the earnings are generated, using the last-in, first-out method.

Note 2 Dividend distribution is based on 105,595,615 shares issued upon resolution of the Board of Directors on March 18, 2022.

• Note 3 In accordance with Article 26-1 of the Articles of Incorporation, the Board of Directors is authorized to make a special resolution for the distributing dividends to shareholders or distributing all or part of the legal reserve and additional paid-in capital in the form of cash.

(III) Please approve.

Resolution:

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III. Matters for Discussion (I)

Item 1 (Proposed by the Board of Directors)

Proposal: Amendment to the “Articles of Incorporation”. Explanation:

• (I) In accordance with the Presidential Order of December 29, 2021 amending certain provisions of the “Company Act” and the FSC’s Explanation of New Regulations of March 31, 2021 explaining the order to set aside special reserve, and cooperate with the practical operation, the Company intends to amend certain provisions of the “Articles of Incorporation”.

• (II) Please refer to Attachment 4 for the comparison of provisions before and after amendments to the “Articles of Incorporation”. (Pages 41-44 of this Handbook)

Item 2 (Proposed by the Board of Directors)

Proposal: Amendment to the “Regulations Governing the Election of Directors”. Explanation:

• (I) In accordance with the TWSE’s letter of June 3, 2020 amending certain provisions of the “Sample Template for XXX Co., Ltd. Procedures for Election of Directors”, the Company intends to amend certain provisions of the "Regulations Governing the Election of Directors".

• (II) Please refer to Attachment 5 for the comparison of provisions before and after amendments to the “Regulations Governing the Election of Directors”. (Pages 45-48 of this Handbook)

Item 3 (Proposed by the Board of Directors)

Proposal: Amendment to the “Operational Procedures for Acquisition or Disposal of Assets”.

Explanation:

• (I) In accordance with the FSC’s letter of January 28, 2022 amending certain provisions of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”, the Company intends to amend certain provisions of the “Operational Procedures for Acquisition or Disposal of Assets”.

• (II) Please refer to Attachment 6 for the comparison of provisions before and after amendments to the “Operational Procedures for Acquisition or Disposal of Assets”. (Pages 49-56 of this Handbook)

Voting on the above motions

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IV. Election Matters

Proposal: Election of Directors (including Independent Directors).

(Proposed by the Board of Directors)

Explanation:

• (I) The term of the current directors (including independent directors) will expire, and the Board of Directors resolved that re-election will be held at this Annual Shareholders’ Meeting, and the current directors will be relieved of their duties after the new directors (including independent directors) assume office.

• (II) In accordance with the Articles of Incorporation, the Company shall have five to nine directors, who shall be elected based on the candidate nomination system, and the shareholders shall elect the directors (including independent directors) from the list of candidates. This time shall elect nine directors (including four independent directors). Please refer to Attachment 7 for information on the director candidates' education and experience. (Pages57-59 of this Handbook)

• (III) The term of the new directors (including independent directors) shall commence on June 17, 2022 and end on June 16, 2025.

• (IV) Please elect.

Election results:

V. Matters for Discussion (II)

Item 1 (Proposed by the Board of Directors)

Proposal: Discussion to release non-compete restriction on the company’s newly elected directors.

Explanation:

• (I) In accordance with Article 209 of the Company Act, A director who does anything for himself or on behalf of another person that is within the scope of the Company’s business, shall explain to the shareholders' meeting the important contents of such an act and obtain permissions.

• (II) With respect to the newly elected directors, the approval of the Annual Shareholder’s Meeting to release the non-compete restriction on directors under Article 209 of the Company Act is hereby requested, as follows:

	follows:
Title	Name	Company in which the individual has a concurrentposition	Position held
Director	Chung, Cheng-huang	Yuka Precision (Wujiang) Co., Ltd.	Director
Director	Chung, Yuan-kai	Yuka Precision (Wujiang) Co., Ltd.	Chairman
Director	Chung, Yuan-chi	Yuka Precision (Wujiang) Co., Ltd.	Director

(III) Please resolve.

Resolution:

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VI. Extemporary Motions

VII. Meeting Adjourned

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3. Attachment

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Attachment 1

Business Report

I. The 2021 Business Report

The Group’s consolidated net operating revenues in 2021 was NT$6,986,930 thousand, an increase of 9.78% compared with the consolidated net operating revenues of NT$6,364,618 thousand in 2020; the income before income tax in 2021 was NT$865,233 thousand, an increase of 26.35% compared with the income before income tax of NT$684,778 thousand in 2020. In 2021, in the face of the sudden epidemic heats up and the dual control of power saving and energy consumption in Mainland China, the Group’s three major business groups showed resilience and relied on the spirit of steady progress, which enabled the Group to grow consolidated operating revenues, set a new high gross profit margin, and achieve a good harvest both operating income and non-operating income, resulting in a significant increase in income before income tax. Looking ahead, as we enter the new generation of IoT and 5G, the Group’s three major business groups are actively laying the groundwork to provide customers with high value-added services in red-hot industries such as the 5G, electric vehicles, electric scooters, new energy application industries, and the IoT. The Group will continue to strengthen our capabilities in various fields to build the foundation for sustainable business operations.

• (I) Implementation Results of the 2021 Business Plan

Unit: NT$ thousand; %

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Increase Increase
Item 2021 2020 (decrease) in (decrease) in
amount percentage
Operating revenues 6,986,930 6,364,618 622,312 9.78
Operating costs 5,506,320 5,066,130 440,190 8.69
Gross profits 1,480,610 1,298,488 182,122 14.03
Operating expenses 731,652 634,602 97,050 15.29
Operating income 748,958 663,886 85,072 12.81
Income before income tax 865,233 684,778 180,455 26.35
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• (II) Budget execution: not applicable.

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(III) Financial income and expenditure and profitability analysis

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Item 2021 2020
Debt ratio (%) 46.39 44.66
Capital
structure Long-term fund to property, plant and
399.94 363.83
equipment ratio (%)
Current ratio (%) 292.41 295.97
Liquidity
Quick ratio (%) 265.36 273.49
Return on total assets (%) 6.82 6.08
Return on equity (%) 12.10 10.55
Profitability
Net margin (%) 8.53 7.89
Basic earnings per share (NT$) 5.01 4.25
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(IV) Research and development status

The main areas of research and development (R&D) are relay, transformer and coil, stamping parts, components and module assembly, plastic injection molding parts (VCM, CONNECTOR, etc.), molds, and automated equipment R&D, design and manufacturing.

II. 2022 Business Plan

(I) Operating Policy:

The Group will focus its resources on products with high growth in demand and wide applications, and will strive to introduce, produce, sell and build integrated solutions for related major components, and accelerate the improvement of production capacity of the manufacturing department to meet customer needs, as well as continuing to seek new component introduction and sales from partner companies and outsourcing companies.

(II) Operating Objectives:

The Group’s components are used in the smartphones, Blu-ray game consoles, lighting, household appliances, broadband wireless access, automotive electronics, industrial control, medical industry, IoT and optical communication industries, etc. As the industry evolves, the Group continue to introduce high value-added product lines and cooperate with platform suppliers to provide more complete solutions to customers and expand our services to customers in order to increase our revenue.

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(III) Important production and sales policies.

1. For Channel Sales

• (1) Smartphone Industry

Currently, the main sales in 5G base stations are from isolators (ISOLATOR) and filters. The main applications in 5G cell phones are high-frequency magnetic components, signal reception steering motors, and high flatness CONNECTOR, which have been adopted by major manufacturers.

• (2) Display Industry

We are mainly engaged in industrial, automotive and watch applications. They can be divided into RUGGED, MIP, MINI LED, OLED and touch panel by functionality. In addition, we sell PMICs and touch panels to panel and module manufacturers.

• (3) New Energy Application Industry

In response to the development trend of electric vehicle (EV) and server market, we now represent Hitachi and KYOCERA IGBT modules and MOSFET DIODE as a distributor. We are also actively involved in the resales of HESTIA POWER silicon carbide (SiC) and, in the area of heat dissipation materials, we represent Hitachi Metals in the sales of silicon nitride (SiN4) and alloy materials, as well as FUJITSU automotive RELAY.

(4) Storage, Playback and Optical Communication Industry

We are the distributor of HLDS (Hitachi-LG DATASTORAGE) optical readheads for XBOX (BD-Player) and KONICA optical objective lenses, which are widely used in the IT and player markets; in response to the increase of transmission rate, we are also the distributor of ALPS aspheric objective lenses (100G, 400G) to meet the demand of the 5G communication market.

(5) Smart Home Appliance Industry

In response to the advent of artificial intelligence and energy-saving era, various home appliances are actively implementing AI/ECO functions. NIDEC’s DC BRUSHLESS MOTOR that we resell is widely used in various home appliances. For example, electric fans, cross-flow fans, air conditioners, smart toilets, steamers, miniature washing machines, handheld vacuum cleaners, and also providing customers with Motor + MCU + Controller Total Solution services.

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(6) Medical Care Industry

In response to the rapidly rising market demand in Mainland China, we are now the distributor of Hitachi Scintillator, which is widely used in medical CT and various checkups. In addition, we are the distributor of the NAMIKI micro motor which is widely used in various medical devices, such as dental scalers, blood glucose meters, and microscopes. In the ultrasonic market, we are also the distributor of ABLIC (SEIKO subsidiary) I.C. and Hitachi HV SWITCH I.C.

(7) IoT Related Industries

We have completed the development of NB-IoT / LoRA / LoRAWAN /Radar Wave / Ultrasonic solutions, which are widely used in various water level detection applications, such as river, sewer, soil and water conservation mobile pumping and clough applications. We have also actively introduced Mesh Networking platform for property positioning and monitoring.

1. For Production and Manufacturing

2. (1) Self-Developed Products

   • A. Using the mold, molding, and stamping technologies of Audix Technology (Xiamen) and YuKa Precision (WuJiang), we develop high-end precision plastic parts and metal terminals for the information, communication, consumer electronics, and automotive markets, and for applications such as connectors, relays, voice coil motor modules, mobile device antennas, and hearing aids.

   • B. We can develop insert molding products independently and further assemble them into Module or Solution Unit products according to customers’ needs.

   • C. We are engaged in the complete mold manufacturing chain, from mold design, processing, mold assembly, and mold test in a seamless way, to provide customers with the fastest and most reliable service.

   • D. Based on the existing industrial coils and transformers, we are actively developing coils and transformers for network communication, car reversing radar, electric vehicle and lighting markets. At the same time, we also accept customers’ requests to develop and manufacture customized products.

   • E. We conduct R&D for automated production lines for in-vehicle transformers, replacing laborers with machines to reduce labor costs and achieve stable quality. These include EP6 (ultrasonic sensing drive transformer), tire pressure monitoring system, filter coils for defoggers, instrumentation lighting, common mode

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inductors for power cords and LED lighting. Especially with the huge domestic automobile market in Mainland China, and with car reversing assist systems and tire pressure monitoring systems becoming standard equipment in automobiles, the Group’s outlook for the in-vehicle transformer market is quite optimistic. With the expansion of one more EP6 production line in 2021, the Group will have a total of 10 EP6 production lines to meet customer orders. Our main customers are the top five car panoramic camera/car reversing radar companies in the world, and our end customers are GM, HYUNDAI, HONDA, VOLKSWAGEN, Geely, GreatWall, etc.

• (2) Products Outsourced by Customers

• A. We enhance the competitiveness of products outsourced by customers in terms of cost, quality, and delivery time with the technology of self-developed products in order to obtain more opportunities for outsourcing.

• B. We appropriately adjust the products outsourced by customers to enhance profitability.

• C. We utilize the automatic production design and manufacturing technology of the equipment engineering department to gradually introduce the automatic production process to improve production capacity and profitability.

• D. At present, our outsourcing customers include well-known global companies such as FUJITSU, MITSUMI, and MOLEX.

• (3) Product Design and Development Outsourced by Customers

The Group has been devoted to serving VCM (Voice Coil Motor) customers for a long time, and benefited from the increasing demand for multi-lens smartphones, and has entered the red supply chain in Mainland China. Our main customers are the top five VCM (Voice Coil Motor) companies in the world/Mainland China, and our end customers are cell phone brands in Mainland China such as HUAWEI, OPPO, VIVO, Xiaomi, Lenovo and international brands such as APPLE.

1. For Product Testing and Certification

2. (1) We continue to expand the electromagnetic compatibility (EMC) testing and certification business for electrical and electronic products.

   • The scope of EMC control in advanced countries in the world is expanding, and the Bureau of Standards, Metrology and Inspection (BSMI) of Taiwan’s Ministry of

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Economic Affairs (MOEA) is actively promoting the EMC certification system for products. Some developing and undeveloped countries are also introducing EMC certification, and the demand for EMC testing and certification services is expanding due to the continuous innovation of electrical and electronic products. The Group’s technique service business group has built complete EMC professional testing laboratories in Taiwan & Mainland China with a strong technical management team to provide customers with accurate and fast testing and certification services. The EMC testing building in Linkou was completed and started operations in 2012, which can provide more advanced, more complete and better quality EMC testing and certification environment for domestic and overseas customers, and we continued to build more EMC Chambers in 2017 & 2018 to meet the increasing testing demand and help customers to shorten the time to market.

• (2) We continue to expand the product safety testing and certification business of electrical and electronic products

Safety in the use of electrical and electronic products is vital to the lives and property of users, and countries around the world have set product safety technical indicators for the characteristics of their domestic use environment. The Group’s technique service business group has laboratories accredited by BSMI, MOEA of Taiwan ROC, UL of the U.S., CSA of Canada, TUV Rheinland of the E.U., Nemko of Norway, CNAS of China, JQA of Japan, etc., which are also CBTL laboratories accredited by IECEE and can help customers to obtain safety standard certification from various countries quickly and shorten the time to market. The laboratories in Taiwan and Mainland China have also been accredited by S-JQA, PSE, and CBTL, making them to become the only Japan JQA-accredited laboratories in Taiwan & Mainland China, providing localized testing and certification services for domestic and foreign companies seeking outsourcing business opportunities from Japanese customers. In 2012, the Group’s Shenzhen laboratory got accreditation by China CQC as a CBTL laboratory in Mainland China, which can conduct CB testing and issue reports. In 2017, the Group’s Taiwan laboratory was accredited as a CBTL laboratory of Rheinland, Germany, and the Shenzhen laboratory got China CNCA accreditation as a CCC testing laboratory in 2021 and can conduct China Compulsory Certification Mark testing & reports, which will help domestic enterprises to obtain domestic and international safety standard certification quickly and shorten the time to market and expand business opportunities.

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• (3) We continue to develop integrated automatic EMC & RF testing software The EMC testing software developed by the Group’s technique service business group is in a leading position in Taiwan and exported to major companies and laboratories in Korea and Mainland China. As the test software needs to be updated year by year compliance with the international standards, major manufacturers also need to purchase professional test software for their internal R&D needs or for their own testing needs for product quality improvement, and the market is growing steadily. In response to the demand for mandatory testing of digital TV performance in the E.U., the Group’s technique service business group has successfully developed a digital TV performance testing system that has been approved by the Taiwan Accreditation Foundation (TAF) and has been granted a patent in the Republic of China to protect the Group’s expertise and prove that it meets international testing system standards. In addition, in response to the recent development of new industries such as electric vehicles and 5G NR wireless communications, the Group’s technique service business group has developed the “Automatic test system for electric field simulation of three-board line field intensity interference of automotive electronic parts” for automotive electronic components and the “Mobile communication disaster prevention alarming and detection system” for 5G NR communications. In addition to obtaining the patent in the Republic of China, the products have been successfully sold to domestic testing laboratories. The Group’s technique service business group will continue to actively pursue R&D of functional testing software and system environment requirements related to new areas.

• (4) Testing Environment Engineering Services

With the continuing launches of new electrical and electronic products, customers need to set up their own testing laboratories for R&D purposes or to meet the time to market of their products or to ensure the quality of their products from mass production. The Group’s technique service business group has been working in this area for many years, and with self-developed integrated testing software to provide customers with one-stop technical services, it has established a certain market position and quality image in the industry. In addition, as Mainland China has become the world’s factory, major international companies have moved in, and with strong domestic demand and the active promotion of the CCC certification system in Mainland China, the demand for national testing units and enterprises to establish their own testing environment is the

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driving force behind the growth of the Group’s technique service business group in this area.

• (5) We actively enter into energy-saving and environmental protection technology services

The global awareness of environmental protection is on the rise and the demand for energy saving and carbon reduction is soaring. For example, the U.S. Environmental Protection Agency has required that products such as computers, televisions, and photocopiers must obtain EPA certification starting in 2011. Taiwan’s Environmental Protection Administration’s Environmental Label and the Bureau of Energy’s Energy Label also regulate products in this area, and the E.U., Mainland China, Japan, Korea, and Australia also have similar requirements, indicating the development of the green energy industry cannot be ignored. The Group’s technique service business group has been accredited by the U.S. Environmental Protection Agency’s as a EPA laboratory, and also accredited by the California Energy Commission’s CEC. At the same time, the Group has undertaken a research project by the Industrial Technology Research Institute (ITRI) to conduct testing and data collection for energy-saving products selling in Taiwan, and has assumed corporate social responsibility for setting energy-saving standards for products in Taiwan. In addition, the Group’s technique service business group has purchased server energy-saving testing software and established energy and water saving testing equipment and capabilities for washing machines and secondary lithium batteries, and invested in the establishment of testing environments for RoHS, and REACH. In addition, in view of the increasingly serious air pollution, the Group’s technique service business group invested in the construction of the first private PM 2.5 dedicated testing laboratory with technologies transferred from ITRI, which was completed and started operations in 2018. In response to the inspection requirements of the BSMI, MOEA for products subject to inspection, we have obtained the energy efficiency testing qualification of the new version of the standard for electric cookers and storage type electric water heaters in 2019, and we further acquired the energy efficiency testing qualification of refrigerator products in 2021.

• (6) The Group’s technique service business group has established a cell phone Specific Absorption Rate (SAR) testing laboratory, a Fully Anechoic Chamber for wireless communication products, and an antenna test (OTA/CTIA) testing laboratory in the Linkou EMC testing building to promote the wireless testing and certification business

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of handheld products, and actively develop the global certification channel for wireless communication products. We have successfully completed and gained practical experience in more than 100 countries or regions for international certification. At the same time, the technique service business group’s laboratories in Shenzhen, Shanghai and Suzhou Wujiang will also simultaneously expand the testing and certification capabilities of wireless communication products, such as the cell phone Specific Absorption Rate (SAR) testing laboratory, Fully Anechoic Chamber for wireless communication products, and antenna test (OTA/CTIA) testing laboratories, which will help the Group to expand its testing and certification business.

• (7) The Group’s technique service business group has already invested in the high-power three-phase EMC testing capabilities for power supply products in the laboratories in Linkou and Suzhou Wujiang, which can conduct EMC testing and certification for high-power products such as cloud servers and PV systems. In addition, Mainland China has become the world’s largest automobile production and sales market, the Group’s technique service business group will also enter the area of vehicle electronic EMC testing in the coming years, which will be more conducive to the expansion of the Group’s testing and certification business.

• (8) With the advancement of wireless communication technologies of new generations, IoT is also using 3G/4G (LTE)/5G NR, Wi-Fi, BT, NFC, RF ID, NB-IoT and other wireless transmission technologies for various communication service applications. As such, the Group’s technique service business group has established complete wireless communication testing laboratories and technologies in Taiwan and South and East China respectively. Starting from the second half of 2019, the Group has introduced the testing capability and certification status of NCC PLMN11 (NB-IoT) specification in Taiwan. In addition, in response to the new wireless communication network technology of 5G NR, the Group has also actively deployed and invested in the procurement of 5G NR related testing equipment and the construction of testing and certification capabilities in 2020. The Linkou laboratory of the Group’s technique service business group has obtained TAF ISO17025 & ISO17065 accreditation in 2020, and has been able to conduct strict mandatory standard testing and certification of electromagnetic radiation and radio frequency characteristics of 5G NR devices and products operating in the Sub-6GHz and millimeter wave bands (up to 260GHz) since 2021, and also follow the requirements of Taiwan NCC regulations to conduct strict review and certification of testing results. In 2016, the Shenzhen laboratory has

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already established the Japanese Telecommunications Business Law & Japan Radio Law (TBL & JRL) testing capabilities, and continued to update and upgrade the hardware and software testing equipment for 5G NR in 2020 and 2021, which can provide complete one-stop testing and certification services for cell phones, tablets and other handheld communication devices sold in Japan. This will contribute to the growth of our business.

Chairman: Chung, Cheng-huang

Chief Executive Officer: Chung, Yuan-kai

Chief Financial Officer: Chen, Liang-teh

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Attachment 2

Audit Committees' Review Report

The Board of Directors has prepared the Company’s 2021 business report, financial statements and earnings distribution proposal. The CPA firm of Ernst & Young was retained to audit AUDIX's financial statements and has issued an audit report relating to the financial statements. The aforementioned business report, financial statements, and earnings distribution proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Audix Corporation. According to relevant requirements of the Securities and Exchange Act and the Company Act, we hereby submit this report.

Audix Corporation

Convener of the Audit Committee: Lai, Wen-hsien

March 18, 2022

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Attachment 3

Independent Auditor’s Report

The Board of Directors and Stockholders

Audix Corporation

Opinion

We have audited the accompanying parent company only financial statements of Audix Corporation, which comprise the parent company only balance sheets as of December 31,2021 and 2020, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the accompanying parent company only financial position of the Company as of December 31,2021 and 2020, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significicance in our audit of the parent company only financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter for the company’s parent company only financial statements for the year ended December 31, 2021 is stated as follows:

-22-

Recognition of revenue

Audix Corporation recognized net sales revenue of NT$2,070,535 thousand for 2021. The main source of revenue for Audix Corporation sale of various electronic products. Because of the fierce competition in the industry and the short application cycle of electronic products, the authenticity of the sales revenue may be at risk. Accordingly, we have determined that it is a key audit matter. Our audit procedures include, but are not limited to, obtaining an understanding of the internal control procedures established by management over sales revenue and the establishment of various control points, and testing the effectiveness of internal controls by sampling; evaluating the appropriateness of the accounting policies used by management for revenue recognition; selecting samples for testing the transaction details and verifying the transaction documents of sales revenue by sampling, including shipping documents, customs or export documents, customer acceptance documents and payment documents, etc. to confirm that the performance obligation had been met;. We also review whether or not there are significant sales returns in the period after the balance sheet date to substantiate the recognition of revenue. We also considered the appropriateness of the disclosure of sales revenue in Notes 4 and 6 of the parent company only financial statements.

Responsibilities of Management and Those in Charge with Governance of the Parent company Only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance (including members of the Audit Committee) are responsible for overseeing the company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements

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

-23-

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

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

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

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

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

5. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

-24-

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Wang, Hsuan-Hsuan

Yu, Chien-Ju

Ernst & Young, Taiwan

March 18, 2022

Notice to Readers

The accompanying financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.

Accordingly, the accompanying financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

-25-

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2 2 - 8 1 - - - - - 13 - 82 5 - - - - 87 100
%
-
December 31, 2020 Amount $174,232 151,561 7,842 549,335 37,794 2,252 2,129 30,258 9,093 1,355 965,851 5,934,891 320,296 1,583 869 3,327 11,777 6,272,743 $7,238,594
2 2 - 7 1 - - 1 - - 13 1 82 4 - - - - 87 100
%
$102,552 163,168 7,375 511,708 78,631 7,748 4,115 88,386 7,931 1,203 972,817 50,000 6,128,630 314,721 1,415 529 1,224 12,655 6,509,174
December 31, 2021 $7,481,991
Amount
Additional notes
IV and VI.1 IV and VI.2 IV, V, VI.4 and 15 IV, V, VI.5 and 15 IV, V, VI.5, 15 and VII IV IV and VII IV, V and VI.6 VII IV and VI.3 IV and VI.7 IV, VI.8 and VIII IV and VI.16 IV and VI.9 IV, V and VI.20 VII
December 31, 2021 and 2020
(Expressed In Thousands of New Taiwan Dollars)
PARENT COMPANY ONLY BALANCE SHEETS
Asset
(The accompanying notes are an integral part of the parent company only financial statements)
Account titles
Total current assets Total of Non-Current Assets
Cash and cash equivalents Financial assets at fair value through profit or loss- current Notes receivable-net Accounts receivable – net Account receivables-Related Parties- net Other receivables Other receivables - related parties Inventories Prepayments Other current assets Financial assets at fair values through other comprehensive income- non-current Investment accounted for using equity method Property, plant and equipment Right-of-use assets. Intangible assets Deferred income tax assets Refundable deposits
Current assets Non-Current assets Total assets
Code 1100 1110 1150 1170 1180 1200 1210 1300 1410 1470 11XX 1517 1550 1600 1755 1780 1840 1920 15xx 1xxx
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----- Start of picture text -----

4 - 10 - 1 - - - - 15 23 - - - 23 38 15 5 - - - - 12 2 30 (2) 62 100
%
December 31, 2020 Amount $300,000 - 638,904 27,432 51,087 379 8,024 639 3,817 1,030,282 1,640,000 27,875 950 28,638 1,697,463 2,727,745 1,055,956 381,530 932 487 10,028 5 897,646 173,161 2,152,055 (160,951) 4,510,849 $7,238,594
4 - 7 - 1 - 1 - - 13 25 - - - 25 38 14 4 - - - - 13 2 32 (3) 62 100
%
$316,291 218 504,324 34,605 81,142 749 39,999 660 4,912 982,900 1,830,000 24,569 730 27,925 1,883,224 2,866,124 1,055,956 275,934 932 487 10,028 5 941,781 160,953 2,407,456 (237,665) 4,615,867
December 31, 2021 $7,481,991
Amount
Additional notes
IV, VI.10 and VIII IV IV IV and VII IV IV and VII IV, V and VI.20 IV and VI.16 IV, VI.11 and VIII IV, V and VI.20 IV and VI.16 IV, V and VI.12 VI.13 VI.13 VI.13 IV
December 31, 2021 and 2020
(Expressed In Thousands of New Taiwan Dollars)
PARENT COMPANY ONLY BALANCE SHEETS
(The accompanying notes are an integral part of the parent company only financial statements)
Liabilities and equity
Account titles
Total current liabilities Total of non-current liabilities Common stocks Additional paid-in capital arising from ordinary share Difference between consideration and carrying amount of subsidiaries acquired or disposed Gain on disposals of property, plant and equipment Net assets from merger Others Legal reserve Special reserve Unappropriated earnings Exchange differences on the translation of financial statements of foreign operations
Short-term loans Contract liabilities– current Accounts payable Accounts payable - related parties Other payables Other payables - related parties Current Tax Liability Lease liabilities – current Other current liabilities Long-term loans Deferred income tax liabilities Lease liabilities – noncurrent Net defined benefit liabilities-non-current Capital stock Capital surplus Retained earnings Other equity
Current liabilities Non-current liabilities Total liabilities Equity Total equity Total Liabilities and Equity
Code 2100 2130 2170 2180 2200 2220 2230 2280 2399 21xx 2540 2570 2580 2640 25xx 2xxx 31xx 3100 3110 3200 3210 3230 3240 3270 3280 3300 3310 3320 3350 3400 3410 3xxx
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-27-

AUDIX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

Years ended December 31,2021 and 2020

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

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(Expressed In Thousands of New Taiwan Dollars, Except Earnings Per Share) d
2021 2020
Code Items Additional notes Amount % Amount %
4000 Operating revenues IV, VI.14 and VII
4110 Sales revenues $2,141,560 100 $2,196,609 101
4170 Less: Sales return and discount (71,025) (3) (82,748) (4)
4100 Net sales revenue 2,070,535 97 2,113,861 97
4610 Service revenues 67,607 3 64,690 3
Total revenues 2,138,142 100 2,178,551 100
5000 Operating costs
5110 Cost of sales VI.6 and VII (1,950,382) (91) (2,013,925) (92)
Total costs (1,950,382) (91) (2,013,925) (92)
5900 Gross profits 187,760 9 164,626 8
6000 Operating expenses VI.8, 9, 12, 16 and 17
6100 Marketing expenses (69,988) (3) (73,642) (4)
6200 General and administrative expenses (83,779) (4) (72,357) (3)
6450 Expected credit (loss) gain IV, V and VI.15 (783) - 405 -
Total operating expenses (154,550) (7) (145,594) (7)
6900 Operating income 33,210 2 19,032 1
7000 Non-operating income and expenses
7100 Interest revenue 270 - 853 -
7010 Other income IV, VI.18 and VII 11,893 1 11,085 -
7020 Other gains and losses VI.18 and VII 22,923 1 13,282 1
7050 Interest expense IV and VI.18 (18,969) (1) (19,356) (1)
Share of profits of subsidiaries, associates and joint ventures accounted
7070 IV and VI.7 519,083 24 436,080 20
for using equity method
Total non-operating income and expenses 535,200 25 441,944 20
7900 Income before income tax 568,410 27 460,976 21
7950 Income tax expense IV, V and VI.20 (38,917) (2) (12,246) (1)
8200 Net income 529,493 25 448,730 20
8300 Other comprehensive income or loss (net) VI.19
8310 Items that will not be reclassified to profit or loss
8311 Remeasurements of defined benefit plan IV, V and VI.12 705 - 361 -
8360 Items that may be reclassified subsequently to profit or loss
8381 Subsidiaries, affiliates and foreign operations of joint ventures
Exchange differences arising from the translation of the foreign
IV (76,714) (4) 12,208 1
operations
Other comprehensive income for the current period (net, after-tax) (76,009) (4) 12,569 1
8500 Total comprehensive income $453,484 21 $461,299 21
9750 Base earnings per share (NT$) VI.21 $5.01 $4.25
9850 Diluted earnings per share (NT$) VI.21 $5.00 $4.23
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(The accompanying notes are an integral part of the parent company only financial statements)

-28-

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d Total 31XX (158,851) (158,851) 448,730 12,569 461,299 (11,893) - (242,870) (105,596) 529,493 (76,009) 453,484
$4,379,145 $4,510,849 $4,510,849 $4,615,867
$- - (11,893) 11,893 $- $- - $-
3500
Treasury stocks
12,208 12,208 (76,714) (76,714)
3410 $(173,159) $(160,951) $(160,951) $(237,665)
Exchange from the
Other equity
differences arising translation of the foreign operations
(42,696) (143,069) (158,851) 448,730 361 449,091 (7,741) (44,135) (242,870) 12,208 529,493 705 530,198
3350
Unappropriated retained earnings $2,055,321 $2,152,055 $2,152,055 $2,407,456
3320 $30,092 143,069 - $173,161 $173,161 (12,208) - $160,953
reserve
Retained earnings Special capital
3310 $854,950 42,696 - $897,646 $897,646 44,135 - $941,781
reserve
Legal capital
3200 $552,935 (158,851) - (1,102) $392,982 $392,982 (105,596) - $287,386
Capital surplus
- (3,050) -
3110
$1,059,006 $1,055,956 $1,055,956 $1,055,956
Years ended december 31,2021 and 2020 Common stock
(Expressed In Thousands of New Taiwan Dollars)
Additional notes VI.13 VI.13 IV and VI.19 IV and VI.13 VI.13 VI.13 IV and VI.19
(The accompanying notes are an integral part of the parent company only financial statements)
Items
Legal reserve Cash dividends for common stock Legal reserve Cash dividends for common stock Special reserve
Balance as at January 1, 2020 Distribution of incomes in 2019 Special reserve Cash dividends by capital surplus Net income for the year ended december 31, 2020 (Note) Other comprehensive income for the year ended december 31, 2020 Total comprehensive income for the year ended december 31, 2020 Treasury stock repurchases in 2020 Treasury stocks canceled in 2020 Balance as at December 31, 2020 Balance as at January 1, 2021 Distribution of incomes in 2020 Cash dividends by capital surplus Net income for the year ended december 31, 2021 (Note) Other comprehensive income for the year ended december 31, 2021 Total comprehensive income for the year ended december 31, 2021 Balance as of December 31, 2021
Code A1 B1 B3 B5 C15 D1 D3 D5 L1 L3 Z1 A1 B1 B5 B17 C15 D1 D3 D5 Z1 Note: Directors' and employees' profit sharing remuneration of $5,400 thousand and $16,100 thousand, respectively, for 2020, and $6,300 thousand and $18,500 thousand, respectively, for 2021 have been charged to the statements of
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-29-

AUDIX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

Years ended december 31,2021 and 2020

(Expressed In Thousands of New Taiwan Dollars)

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Code Items 2021 2020
Cash flow from operating activities:
A10000 Income before income tax $568,410 $460,976
A20000 Adjustments for:
A20010 Revenue, expense and loss:
A20100 Depreciation 6,565 6,580
A20200 Amortization 435 446
A20300 Expected credit loss (gain) 783 (405)
A20400 Net loss (gain) on financial assets and liabilities at fair value through profit or loss (1,891) 12,054
A20900 Interest expenses 18,969 19,356
A21200 Interest Income (270) (853)
A21300 Dividend income (5,014) (4,235)
A22400 Share of profit of subsidiaries accounted for using equity method (519,083) (436,080)
A22500 Losses on disposal of property, plant and equipment - 11
A22800 Loss on disposal of intangible assets - 24
A30000 Changes in operating assets and liabilities:
A31130 Notes receivable 468 (1,569)
A31150 Accounts receivable 36,843 46,736
A31160 Notes receivable-Related Parties (40,837) 133,357
A31180 Other receivables (5,496) (323)
A31190 Other receivables - related parties (1,986) 1,632
A31200 Inventories (58,128) 29,528
A31230 Prepayments 1,162 (875)
A31240 Other current assets 152 422
A32125 contract liability 218 -
A32150 Accounts payable (134,580) 172,423
A32160 Accounts payable - related parties 7,173 (13,298)
A32180 Other payables 30,347 1,366
A32210 Other payables - related parties 370 91
A32230 Other current liabilities 1,095 (1,592)
A32240 Net defined benefit plan (8) (154)
A33000 Cash generated from operatings (94,303) 425,618
A33500 Income tax paid (8,145) (42)
AAAA Net cash provided by operating activities (102,448) 425,576
Cash flow from investing activities:
B00010 Acquisition of financial assets at fair value through other comprehensive income (50,000) -
B00100 Acquisition of financial assets at fair value through profit or loss (25,925) (59,490)
B00200 Disposal of financial assets at fair value through profit or loss 16,209 81,847
B02700 Acquisition of property, plant, and equipment (346) (693)
B02800 Disposal of property, plant and equipment - 5
B03700 Increase in refundable deposits (878) (488)
B04500 Acquisition of intangible assets (95) (28)
B07500 Interest received 270 853
B07600 Dividend received 253,644 55,792
BBBB Net cash used in investing activities 192,879 77,798
Cash flows from financing activities:
C00100 Increase in short-term loans 3,668,326 3,197,611
C00200 Decrease in short-term loans (3,682,035) (3,519,230)
C01600 Proceeds from long-term loans 2,480,000 2,190,000
C01700 Re-payments of long-term loans (2,260,000) (2,060,000)
C03100 Decrease in guarantee deposits - (27)
C04020 Repayments of principal portion of the lease (689) (322)
C04500 Cash dividend paid (348,466) (317,702)
C04900 Buyback costs of treasury stock - (11,893)
C05600 Interest paid (19,247) (19,315)
CCCC Net cash used in financing activities (162,111) (540,878)
EEEE Net decrease in cash and cash equivalents (71,680) (37,504)
E00100 Cash and cash equivalents at the beginning of year 174,232 211,736
E00200 Cash and cash equivalents at the ending of year $102,552 $174,232
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(The accompanying notes are an integral part of the parent company only financial statements)

-30-

REPRESENTATION LETTER

The entities that are required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2021 are all the same as those included in the consolidated financial statements of Audix Corporation and its subsidiaries prepared in conformity with the International Financial Reporting Standard 10 “Consolidated Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates is included in the consolidated financial statements of Audix Corporation and its subsidiaries. Hence, we do not prepare a separate set of consolidated financial statements of affiliates.

Hereby declare

Company name: Audix Corporation

Chairman: Chung, Cheng-huang

-31-

Independent Auditor’s Report

The Board of Directors and Stockholders

Audix Corporation

Opinion

We have audited the accompanying consolidated financial statements of Audix Corporation and its subsidiaries (The “company”), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, and the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and Note of the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the company as of December 31, 2021 and 2020 and its consolidated financial performance and its consolidated cash flows for years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards(IFRS), International Accounting Standards(IAS), IFRIC Interpretations(IFRIC), and SIC Interpretations(SIC) endorsed and issued into effect by the financial Supervisory Commission of the Republic of China.

Basis for opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statement by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statement section of our report. We are independent of the company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2021. These matters were addressed in the content of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on those matters.

The key audit matter of the consolidated financial statements for the year ended December 31, 2021 is as follows：

-32-

Recognition of revenue

Audix Corporation and subsidiaries recognized net sales revenue of NT$6,159,698 thousand for 2021. The main source of revenue for Audix Corporation and subsidiaries is the manufacture and sale of various electronic products. Because of the fierce competition in the industry and the short application cycle of electronic products, the authenticity of the sales revenue may be at risk. Accordingly, we have determined that it is a key audit matter. Our audit procedures include, but are not limited to, obtaining an understanding of the internal control procedures established by management over sales revenue and the establishment of various control points, and testing the effectiveness of internal controls by sampling; evaluating the appropriateness of the accounting policies used by management for revenue recognition; selecting samples for testing the transaction details and verifying the transaction documents of sales revenue by sampling, including shipping documents, customs or export documents, customer acceptance documents and payment documents, etc. to confirm that the performance obligation had been met;. We also review whether or not there are significant sales returns in the period after the balance sheet date to substantiate the recognition of revenue. We also considered the appropriateness of the disclosure of sales revenue in Notes 4 and 6 of the consolidated financial statements.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those in charged of governance, including the Audit Committee, are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statement

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

-33-

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

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

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

3. Assess the appropriateness of the accounting policies used and the reasonableness of the accounting estimates and related disclosures made by management.

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events of conditions that may cast significant doubt on the Company’s ability ot continue as a going concern, If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consoliated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report, However, future events or conditions may cause the Company to cease to continue as a going concern. Base on the audit evidence obtained to make conclusions on the suitability of the accounting base for continuing operation base adopted by the management and whether or not the events or circumstances causing significant doubts to the continuing operation ability of Audix Corporation and its subsidiaries are with significant uncertainties. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosure are inappropriate, to modify our opinion. The conclusion of the independent auditors is based on the audit evidence obtained as of the audit report date. However, future events or circumstances may result in the inability of Audix Corporation and its subsidiaries to continue operating.

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

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

-34-

We also provide those charged with of governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31,2021, and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expeted to outweigh the public interest benefits of such communication. The independent auditor has based on the communications with the governing unit to determine the key audit matters to be performed on the 2021 consolidated financial statements of Audix Corporation and its subsidiaries. The independent auditors shall state the key audit matters in the audit report except for the specific matters prohibited from being disclosed by law and regulations, or, in rare cases, where the independent auditor decides not to have specific matters communicated in the audit report since the negative effect of such disclosure can be reasonably expected to be greater than the increase of public interest.

Other

Audix Corporation has compiled its 2021 and 2020 parent company only financial statements, for which we issued unqualified opinion.

Wang, Hsuan-Hsuan

Yu, Chien-Ju

Ernst & Young, Taiwan

March 18, 2022

Notice to Readers

The accompanying financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.

Accordingly, the accompanying financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

-35-

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％ 22 15 10 2 17 1 1 - 5 1 - 74 1 - 3 - 21 1 - - - 26 100
$1,949,971 1,321,358 917,631 123,967 1,495,693 107,630 82,439 - 422,002 72,995 23,936 6,517,622 46,095 5,049 245,133 26,684 1,808,621 83,280 5,856 6,821 37,316 2,264,855 $8,782,477
December 31, 2020 Amount
18 12 19 1 17 1 1 - 6 1 - 76 1 1 2 - 19 1 - - - 24 100
％
December 31, 2021 $1,713,192 1,136,605 1,700,250 138,951 1,541,366 73,207 93,782 5 583,790 71,025 27,319 7,079,492 85,010 55,009 225,835 32,213 1,724,338 74,236 4,266 6,166 30,821 2,237,894 $9,317,386
Amount
Additional notes
IV and VI.1 IV and VI.2 IV and VI.4 IV, V, VI.5 and 16 IV, V, VI.6 and 16 IV, V, VI.6, 16 and VII IV IV and VII IV, V and VI.7 IV and VI.2 IV and VI.3 IV and VI.4 IV and VI.8 IV, VI.9, VII and 8 IV and VI.17 IV and VI.10 IV, V and VI.21 IV and VII
December 31, 2021 and 2020
CONSOLIDATED BALANCE SHEETS
(Expressed In Thousands of New Taiwan Dollars)
Asset
Account titles
Total current assets Total of Non-Current Assets
Cash and cash equivalents Financial assets at fair value through profit or loss- current Financial assets at amortized costs – current Notes receivable-net Accounts receivable – net Account receivables-Related Parties- net Other receivables Other receivables - related parties Inventories Prepayments Other current assets Financial assets at fair value through profit or loss-non-current Financial assets at fair values through other comprehensive income- non-current Financial assets at amortized cost- non-current Investment accounted for using equity method Property, plant and equipment Right-of-use assets. Intangible assets Deferred income tax assets Refundable deposits
Current assets Non-Current assets Total assets
Code 1100 1110 1136 1150 1170 1180 1200 1210 1300 1410 1470 11XX 1510 1517 1535 1550 1600 1755 1780 1840 1920 15xx 1xxx
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％ 7 - - 12 - 4 - 1 - 1 25 19 - - - 19 44 13 4 - - - - 10 2 25 (2) 52 4 56 100
$650,909 11,246 385 1,042,623 52 309,819 - 54,829 10,627 121,640 2,202,130 1,640,000 27,905 24,000 28,638 1,720,543 3,922,673 1,055,956 381,530 932 487 10,028 5 897,646 173,161 2,152,055 (160,951) 4,510,849 348,955 4,859,804 $8,782,477
December 31, 2020 Amount
9 1 - 10 - 4 - 1 - 1 26 20 - - - 20 46 12 3 - - - - 10 2 26 (3) 50 4 54 100
％
December 31, 2021 $844,269 68,132 - 933,324 2,784 349,166 300 94,422 9,054 119,627 2,421,078 1,830,000 24,576 18,778 27,925 1,901,279 4,322,357 1,055,956 275,934 932 487 10,028 5 941,781 160,953 2,407,456 (237,665) 4,615,867 379,162 4,995,029 $9,317,386
Amount
Additional notes
IV, VI.11 and VIII IV and VI.15 IV IV IV and VII IV IV and VII IV, V and VI.21 IV and VI.17 IV, VI.12 and VIII IV, V and VI.21 IV and VI.17 IV, V and VI.13 VI.14 VI.14 VI.14 IV IV and VI.14 VI.14 VI.14
December 31, 2021 and 2020
CONSOLIDATED BALANCE SHEETS
AUDIX CORPORATION AND SUBSIDIARIES (Expressed In Thousands of New Taiwan Dollars)
(The accompanying notes are an integral part of the consolidated financial statements)
Liabilities and equity
Account titles
Total current liabilities Total non-current liabilities Common stock Additional paid-in capital arising from ordinary share Difference between consideration and carrying amount of subsidiaries acquired or disposed Gain on disposal of assets Consolidated Premium Amount Other Legal reserve Special reserve Unappropriated earnings Exchange differences on the translation of financial statements of foreign operations
Short-term loans Contract liabilities – current Notes payable Accounts payable Accounts payable - related parties Other payables Other payables – related party Current Tax Liability Lease liabilities – current Other current liabilities Long-term loans Deferred income tax liabilities Lease liabilities – noncurrent Net defined benefit liabilities-non-current Capital stock Capital surplus Retained earnings Other equity Total equity of the parent company
Current liabilities Non-current liabilities Total liabilities Equity attributable to shareholders of the parent company Non-controlling interests Total equity Total Liabilities and Equity
Code 2100 2130 2150 2170 2180 2200 2220 2230 2280 2399 21xx 2540 2570 2580 2640 25xx 2xxx 3100 3110 3200 3210 3230 3240 3270 3280 3300 3310 3320 3350 3400 3410 31xx 36xx 3xxx
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AUDIX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year ended December 31,2021 and 2020

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

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2021 2020
Code Items Additional notes Amount % Amount %
4000 Operating revenues
4110 Sales revenues IV, VI.15 and VII $6,235,020 89 $5,723,356 90
4170 Less: Sales return and discount (75,322) (1) (83,981) (1)
4100 Net sales revenue 6,159,698 88 5,639,375 89
4610 Service revenues IV and VI.15 827,232 12 725,243 11
Total revenues 6,986,930 100 6,364,618 100
5000 Operating costs VI.13 and 18
5110 Cost of sale VI.7 and VII (5,043,446) (72) (4,656,154) (73)
5610 Service cost (462,874) (7) (409,976) (7)
Total costs (5,506,320) (79) (5,066,130) (80)
5900 Gross profits 1,480,610 21 1,298,488 20
6000 Operating expenses VI.9, 10, 13, 17 and 18
6100 Marketing (294,541) (4) (251,031) (4)
6200 General and Administrative (337,712) (5) (291,074) (5)
6300 Reserch and Development expenses (99,703) (1) (93,064) (1)
6450 Expected credit gain IV, V and VI.16 304 - 567 -
Total operating expenses (731,652) (10) (634,602) (10)
6900 Operating income 748,958 11 663,886 10
7000 Non-operating income and expenses
7100 Interest income IV andVI.19 43,903 1 48,708 1
7010 Other income IV, VI.19 and VII 20,761 - 14,785 -
7020 Other gains and losses VI.19 and VII 72,236 1 (18,509) -
7050 Interest expense IV and VI.19 (26,154) - (28,164) -
Share of profits of subsidiaries, associates and joint ventures accounted for
7060 5,529 - 4,072 -
using equity method IV and VI.8
Total non-operating income and expenses 116,275 2 20,892 1
7900 Income before income tax 865,233 13 684,778 11
7950 Income tax expense IV, V and VI.21 (268,981) (4) (182,338) (3)
8200 Net income 596,252 9 502,440 8
8300 Other comprehensive income or loss (net) VI.20
8310 I tem that will not be reclassified to profit or loss：
8311 Remeasurement of defined benefit pension plans IV , V and VI.13 705 - 361 -
8360 Items that may be re-classified subsequently to profit or loss
8361 Exchange differences arising from the translation of the foreign operations IV (79,380) (1) 18,255 -
Other comprehensive income for the current period (net, after-tax) (78,675) (1) 18,616 -
8500 Total comprehensive income $517,577 8 $521,056 8
8600 Profit attributable to:
8610 Stockholders of the parent $529,493 8 $448,730 7
8620 Non-controlling interests VI.14 66,759 1 53,710 1
8700 Total comprehensive income attributable to:
8710 Stockholders of the parent $453,484 7 $461,299 7
8720 Non-controlling interests VI.14 64,093 1 59,757 1
9750 Base earnings per share (NT$) VI.22 $5.01 $4.25
9850 Diluted earnings per share (NT$) VI.22 $5.00 $4.23
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(The accompanying notes are an integral part of the consolidated financial statements)

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(158,851) (158,851) 502,440 18,616 521,056 (11,893) (242,870) (105,596) 596,252 (78,675) 517,577 (33,886)
Total equity 3XXX $4,668,343 $4,859,804 $4,859,804 $4,995,029
interests 36XX $289,198 53,710 6,047 59,757 $348,955 $348,955 66,759 (2,666) 64,093 (33,886) $379,162
Non-controlling
Total 31XX $4,379,145 (158,851) (158,851) 448,730 12,569 461,299 (11,893) $4,510,849 $4,510,849 (242,870) (105,596) 529,493 (76,009) 453,484 $4,615,867
$- - (11,893) 11,893 $- $- - $-
3500
Treasury stocks
3410 $(173,159) 12,208 12,208 $(160,951) $(160,951) (76,714) (76,714) $(237,665)
Other equity arising from the translation of the foreign operations
Exchange differences
3350 (42,696) (143,069) (158,851) 448,730 361 449,091 (7,741) (44,135) (242,870) 12,208 529,493 705 530,198
Unappropriated earnings $2,055,321 $2,152,055 $2,152,055 $2,407,456
reserve 3320 $30,092 143,069 - $173,161 $173,161 (12,208) - $160,953
Special capital
Retained earnings
- -
Equity attributable to shareholders of the parent company reserve 3310 $854,950 42,696 $897,646 $897,646 44,135 $941,781
Legal capital
3200 $552,935 (158,851) - (1,102) $392,982 $392,982 (105,596) - $287,386
Capital surplus
- (3,050) -
3110
$1,059,006 $1,055,956 $1,055,956 $1,055,956 (The accompanying notes are an integral part of the consolidated financial statements)
Common stock
notes
Additional VI.14 VI.14 IV and VI.20 IV and VI.14 IV and VI.14 VI.14 VI.14 VI.14 IV and VI.20 VI.14 VI.14
Items
Legal reserve Special reserve Cash dividends for common stock Legal reserve Cash dividends for common stock Reversal of special reserve
Balance as at January 1, 2020 Distribution of incomes in 2019 Cash dividends by capital surplus Net income for the year ended december 31, 2020 (Note) Other comprehensive income for the year ended december 31, 2020 Total comprehensive income for the year ended december 31, 2020 Treasury stock repurchases in 2020 Treasury stocks canceled in 2020 Balance as at December 31, 2020 Balance as at January 1, 2021 Distribution of incomes in 2020 Cash dividends by capital surplus Net income for the year ended december 31, 2021 Other comprehensive income for the year ended december 31, 2021 Total comprehensive income for the year ended december 31, 2021 Increase/ decrease in Non-controlling interests Balance as of December 31, 2021
Code A1 B1 B3 B5 C15 D1 D3 D5 L1 L3 Z1 A1 B1 B5 B17 C15 D1 D3 D5 O1 Z1
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AUDIX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended December 31, 2021 and 2020

(Expressed In Thousands of New Taiwan Dollars)

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Code Items 2021 2020
Cash flow from operating activities:
A10000 Income before income tax $865,233 $684,778
A20000 Adjustments for:
A20010 Revenue, expense and loss:
A20100 Depreciation 331,176 300,483
A20200 Amortization 1,682 3,378
A20300 Expected creditgain (304) (567)
A20400 Net gains on financial assets with fair value through to profit and loss (38,897) (16,447)
A20900 Interest expenses 26,154 28,164
A21200 Interest income (43,903) (48,708)
A21300 Dividend income (6,056) (4,235)
A22300 Share of profit of subsidiaries accounted for using equity method (5,529) (4,072)
A22500 Loss on disposal and retirement of property, plant and equipment 1,487 2,423
A22800 Loss on disposal of intangible assets - 24
A29900 Lease modification gain (608) (498)
A30000 Changes in operating assets and liabilities:
A31130 Notes receivable (14,984) (4,538)
A31150 Accounts receivable (45,267) 236,532
A31160 Accounts receivable - related parties 34,423 (20,126)
A31180 Other receivables (11,343) (36,729)
A31190 Other receivables - related parties (5) 43
A31200 Inventories (161,788) 112,767
A31230 Prepayments 1,970 (20,341)
A31240 Other current assets (3,383) (2,447)
A32125 Contract liability 56,886 3,150
A32130 Notes payable (385) (121)
A32150 Accounts payable (109,299) 173,410
A32160 Accounts payable - related parties 2,732 (2,003)
A32180 Other payables 39,450 27,361
A32190 Other payables - related parties 300 (1,176)
A32230 Other current liabilities (2,013) 60,510
A32240 Net defined benefit plan (8) (154)
A33000 Cash generated from operations 917,721 1,470,861
A33500 Income tax paid (232,062) (177,750)
AAAA Net cash provided by operating activities 685,659 1,293,111
Cash flow from investing activities:
B00010 Acquisition of financial assets at fair value through other comprehensive income (50,000) -
B00040 Acquisition of financial assets at amortized cost (5,024,767) (1,536,223)
B00050 Disposal fo financia assets at amortized cost 4,239,172 596,705
B00100 Acquisition of financial assets by fair value through income (2,848,702) (3,652,504)
B00200 Disposal of financial assets at fair value through profit or loss 3,023,042 2,824,517
B02700 Acquisition of property, plant, and equipment (233,032) (199,136)
B02800 Disposal of property, plant and equipment 133 403
B03700 Increase in refundable deposits - (5,150)
B03800 Decrease in Refundable deposits 6,495 -
B04500 Acquisition of intangible assets (95) (4,968)
B07500 Interest received 43,903 48,708
B07600 Dividend received 6,056 4,235
BBBB Net cash used out investing activities (837,795) (1,923,413)
Cash flows from financing activities:
C00100 Increase in short-term loans 4,982,449 4,283,089
C00200 Decrease in short-term loans (4,819,089) (4,548,710)
C01600 Proceeds from long-term loans 2,480,000 2,190,000
C01700 Re-payments of long-term loans (2,260,000) (2,060,000)
C03100 Decrease in guarantee deposits - (761)
C04020 Lease principal repayment (12,422) (14,027)
C04500 Cash dividend paid (348,466) (317,702)
C04900 Buyback costs of treasury stock - (11,893)
C05600 Interest paid (25,009) (26,980)
C05800 Change in non-controlling interest (33,886) -
CCCC Net cash used in financing activities (36,423) (506,984)
DDDD Effect of exchange rate changes on cash and cash equivalents (48,220) 74,456
EEEE Net increase(decrease) in cash and cash equivalents (236,779) (1,062,830)
E00100 Cash and cash equivalents at the beginning of year 1,949,971 3,012,801
E00200 Cash and cash equivalents at the ending of year $1,713,192 $1,949,971
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(The accompanying notes are an integral part of the consolidated financial statements)

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Attachment 4

Audix Corporation

Comparison of Provisions Before and After Amendments to the Articles of Incorporation

	Amended provisions	Amended provisions	Current provisions Explanation	Current provisions Explanation
	Article 2 The above (omitted) 15. F113020 Wholesale of Electrical Appliances. 16.F118010 Wholesale of Computer Software. 17.F119010 Wholesale of Electronic Materials. 18.F218010 Retail Sale of Computer Software. 19.F219010 Retail Sale of Electronic Materials. 20. F401010 International Trade. The following (omitted)		Article 2 The above (omitted) 15.F118010 Wholesale of Computer Software. 16.F119010 Wholesale of Electronic Materials. 17.F218010 Retail Sale of Computer Software. 18.F219010 Retail Sale of Electronic Materials. 19.F401010 International Trade. 20. F401021 Restrained Telecom Radio Frequency Equipments and Materials Import The following (omitted) 1. New business items. 2. Deleted in accordance with the adjustment of business items by the competent authorities
	Article 8 The Company’s stock shares are ordered and are signed or stamped by the directorsrepresenting the Company,and issued after being certified lawfully froma bank permitted by law for issuance and certification of stocks.The Company may be exempted from printing any share certificate for the shares issued, the centralized securities depository institution should be contacted for registration.		Article 8 The Company’s stock shares are ordered and are signed or stamped by three or more directors,and issued after being certified lawfully. The Company may be exempted from printing any share certificate for the shares issued, but the centralized securities depository institution should be contacted for registration. Amended in accordance with Article 162 of the Company Act.
	Article 11 Shareholders’ meetings shall be of two types: annual general meeting and extraordinary general meeting. The annual general meeting shall be convened at least once every year and shall be convened within 6		Article 11 Shareholders’ meetings shall be of two types: annual general meeting and extraordinary general meeting. The annual general meeting shall be convened at least once every year and shall be convened within 6	Amended in accordance with Article 172-2 of the Company Act.

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	Amended provisions Current provisions Explanation	Amended provisions Current provisions Explanation	Amended provisions Current provisions Explanation
	months after the close of each fiscal year. Extraordinary general meeting shall be convened at such time as may be deemed necessary pursuant to relevant laws and regulations. The Company’s shareholders’ meeting can be convened by video conference or other means announced by the Ministry of Economic Affairs. The meeting notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof. The notice of the shareholders’ meeting to be given by an issuer to shareholders who own less than 1,000 shares of ordered stocks may be given in the form of a public announcement. months after the close of each fiscal year. Extraordinary general meeting shall be convened at such time as may be deemed necessary pursuant to relevant laws and regulations. The meeting notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof. The notice of the shareholders’ meeting to be given by an issuer to shareholders who own less than 1,000 shares of ordered stocks may be given in the form of a public announcement.
	Article 26-1 If there is net income in the Company’s annual final accounts, it should be applied in the order as shown below: 1. Payment of taxes. 2. Make up for accumulated losses (including the amount adjusted to undistributed earnings). 3. Setting aside 10% legal for reserve, except for when accumulated legal reserve has reached the Company’s paid-in capital. 4. Appropriate or reverse special reserve in accordance with the regulations of the competent authority: When the Company provides for special reserve, if the“cumulative amount of net increase in fair value of investment properties in the prior period” and the “cumulative amount of net	Article 26-1 If there is net income in the Company’s annual final accounts, it should be applied in the order as shown below: 1. Payment of taxes. 2. Make up for accumulated losses (including the amount adjusted to undistributed earnings). 3. Setting aside 10% legal for reserve, except for when accumulated legal reserve has reached the Company’s paid-in capital. 4. Appropriate or reverse special reserve in accordance with the regulations of the competent authority. 5. The balance amount (referred to as “net income” hereinafter), if any, is to be distributed to shareholders along with the undistributed profit at the beginning of the same year	1. Amended in accordance with the letter from the Financial Supervisory Commission explaining the “Order to set aside special reserve under Article 41 of the Securities and Exchange Act.” 2. Amended the text as appropriate.

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Amended provisions Current provisions Explanation
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Amended provisions	Current provisions	Explanation
decrease in other equity in the prior period” is not sufficient, the same amount of special reserve should be provided from the prior period’s undistributed earnings prior to the distribution of earnings. If the amount is not sufficient, the Company should further set aside from the current period’s net profits after tax plus other items to be included in the current period’s undistributed earnings. 5. The balance amount (referred to as “net income” hereinafter), if any, is to be distributed to shareholders along with the undistributed profit at the beginning of the same year according to the earnings distribution proposal of the Board of Directors, which shall be presented in the shareholders’ meeting for resolutions. In the case of distributing dividends to shareholders in the preceding paragraph or distributing all or part of the legal reserve and additional paid-in capital in the form of cash, a resolution must be adopted by a majority vote at the Board meeting attended by two-thirds of the total number of directors, and a report of such distribution shall be submitted to the shareholders’ meeting. In terms of the Company’s dividend policy, the Company has the earnings distribution plan formed by taking into account the current and future development plans, capital needs, competition and changes in the industrial environment, shareholders’ interests, and the Company’s long-term financial planning. The Company’s annual	according to the earnings distribution proposal of the Board of Directors, which shall be presented in the shareholders’ meeting for resolutions. In the case of distributing dividends to shareholders in the preceding paragraph or distributing all or part of the legal reserve and additional paid-in capital in the form of cash, a resolution must be adopted by a majority vote at the Board meeting attended by two-thirds of the total number of directors, and a report of such distribution shall be submitted to the shareholders’ meeting. In terms of the Company’s dividend policy, the Company has the earnings distribution plan formed by taking into account the current and future development plans, capital needs,domestic and international competition and changes in the industrial environment, shareholders’ interests, and the Company’s long-term financial planning. The Company’s annual shareholder dividends are for an amount not less than 50% of the net income. The distribution of earnings in the preceding paragraph can be made in the form of cash dividends or stock dividends. In order to respond to the growth of innovative electronic technology and to acknowledge the Company’s entering a stable growth period currently, the distribution of earnings is given priority to cash dividends, and the distribution of stock dividends is also available. However, the distribution ratio of cash dividends shall not be less than 50% of the total dividends distributed in the current year.

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	Amended provisions Current provisions Explanation	Amended provisions Current provisions Explanation	Amended provisions Current provisions Explanation
	shareholder dividends are for an amount not less than 50% of the net income. The distribution of earnings in the preceding paragraph can be made in the form of cash dividends or stock dividends. In order to respond to the growth of innovative electronic technology and to acknowledge the Company’s entering a stable growth period currently, the distribution of earnings is given priority to cash dividends, and the distribution of stock dividends is also available. However, the distribution ratio of cash dividends shall not be less than 50% of the total dividends distributed in the current year.
	Article 29 The Articles of Incorporation was formulated on June 16, 1980. . . The 31stamendment was made on August 20, 2021. The 32nd amendment was made on June 17, 2022.	Article 29 The Articles of Incorporation was formulated on June 16, 1980. . . The 31stamendment was made on August 20, 2021.	Added the date of amendment

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Attachment 5

Audix Corporation

Comparison of Provisions Before and After Amendments to the Regulations Governing the Election of Directors

	Amended provisions	Amended provisions	Current provisions Explanation	Current provisions Explanation
	Article 5 Elections of directors at the Company shall be conducted in accordance with the candidate nomination system adopted by the shareholders’ meetings and with cumulative voting system adopted in practice. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.		Article 5 Elections of directors at the Company shall be conducted in accordance with the candidate nomination system adopted by the shareholders’ meetings and with single name and cumulative voting system adopted in practice. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. Amended in accordance with Article 6 of the “Sample Template for XXX Co., Ltd. Procedures for Election of Directors.” and moved the text to Article 7.
	Article 7 The Company shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. No separate election ballots will be issued for the exercise of voting rights by electronic means.		Article 7 The Company shall prepare election ballots for directors. The ballot shall be stamped with the company seal, including the shareholder attendance card number and voting rights of the voter.	1. Amended in accordance with Article 7 of the “Sample Template for XXX Co., Ltd. Procedures for Election of Directors.” 2. Amended in accordance with the Company’s actual operations.

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	Amended provisions	Amended provisions	Current provisions Explanation	Current provisions Explanation
	Article 8 Before the election begins, the chair shall appoint a number of vote monitoring personnel who are with a shareholder status and vote counting personnel to performthe respective duties of vote.		Article 8 Before the election begins, the chair shall appoint a number of vote monitoring personnel who are with a shareholder status and vote counting personnel to perform the respective duties of vote. Amended in accordance with Article 9 of the “Sample Template for XXX Co., Ltd. Procedures for Election of Directors.”
	Article 9 The ballotboxes shall be prepared by the Company and publicly checked by the vote monitoring personnel before voting commences.		Article 9 The ballot boxes shall be prepared by the Company and publicly checked by the vote monitoring personnel before voting commences. Amended in accordance with the Company’s actual operations.
	This Article is deleted.		Article 10 If a candidate is a shareholder, a voter must enter the candidate’s account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or the name of its representative may be entered. However, shareholders who adopt an electronic voting are not subject to this requirement.	The Article is deleted in accordance with the “Sample Template for XXX Co., Ltd. Procedures for Election of Directors.”

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Amended provisions Current provisions Explanation
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Amended provisions	Current provisions	Current provisions	Explanation
Article10 A ballot is invalid under any of the following circumstances: 1. The ballot is not prepared in accordance withthe Company. 2. A blank ballot is placed in the ballot cabinet(box) 3. The writing is unclear and indecipherable or has been altered. 4. The candidate whose name is entered in the ballot does not conform to the director candidate list. 5. Two or more candidates are listed on the same ballot. 6. Other words or marks are entered in addition to the number of voting rights allotted. 7. The total number of voting rights casted by electors exceeds the total number of voting rights they hold.		Article11 A ballot is invalid under any of the following circumstances: 1. The ballot is not prepared in accordance with the Regulations. 2. A blank ballot isplaced in the ballot box. 3. The writing is unclear and indecipherable or has been altered. 4. The candidate whose name is entered in the ballotis a shareholder, but the candidate’s account name and shareholder account number do not conform with those given in the shareholder register. The candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate’s name and identity card number do not match. 5. Two or more candidates are listed on the same ballot. 6. Other words or marks are entered in addition to the candidate’s name or shareholder’s account number or identity card number and the number of voting rights allotted. 7. The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such individual. 8.The total number of voting rights casted by electors exceeds the total number of voting rights they hold.	1. Changed the article orders. 2. Amended in accordance with Article 10 of the " Sample Template for XXX Co., Ltd. Procedures for Election of Directors."
		8.

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	Amended provisions	Amended provisions	Current provisions Explanation	Current provisions Explanation
	Article11 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation shall be announced by the chair on the site. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to the Company Act, the ballots shall be retained until the conclusion of the litigation.		Article12 The voting rights shall be calculated on site immediately after the end of the poll under the supervision of the monitoring personnel. The results of the calculation shall be announced by the chair. 1. Changed the article orders. 2. Amended in accordance with Article 11 of the " Sample Template for XXX Co., Ltd. Procedures for Election of Directors."
	Article12 The “Regulations Governing the Election of Directors” was enacted on April 15, 1998. . . The 5thamendment was made on June 13, 2019. The 6th amendment was made on June 17, 2022. The “Regulations Governing the Election of Directors” shall take effect after being approved by the shareholders’ meetings. Subsequent amendments thereto shall be effective in the same manner.		Article13 The “Regulations Governing the Election of Directors” was enacted on April 15, 1998. . . The 5thamendment was made on June 13, 2019. The “Regulations Governing the Election of Directors” shall take effect after being approved by the shareholders’ meetings. Subsequent amendments thereto shall be effective in the same manner.	1. Changed the article orders. 2. Added the date of amendment

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Attachment 6

Audix Corporation

Comparison of Provisions Before and After Amendments to the Operational Procedures for Acquisition or Disposal of Assets

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Amended provisions Current provisions Explanation
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Article 7 Acquiring or disposing of real property, equipment, or right-of-use assets Paragraphs 1 to 3 (omitted) 4. Appraisal report of real estate, equipment or right-of-use assets thereof In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 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: (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.	Article 7 Acquiring or disposing of real property, equipment, or right-of-use assets Paragraphs 1 to 3 (omitted) 4. Appraisal report of real estate, equipment or right-of-use assets thereof In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 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: (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.	Amended in accordance with Article 9 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”

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(2) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. (3) Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless 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 certified public accountant shall be engaged to render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: A. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. B. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount. (4) No more than 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 6 months have elapsed, an opinion may still be issued by the original professional appraiser.	(2) (3) (4)	Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless 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 certified public accountant shall be engaged to render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price in accordance with the provisions of Statement of Auditing Standards No. 20 published by the Accounting Research and Development Foundation (hereinafter referred to as ARDF) : A. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. B. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount. No more than 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

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Amended provisions	Amended provisions	Current provisions Explanation	Current provisions Explanation
(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.		announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser. (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.
Article 8 Procedures for Acquisition or Disposal of Securities Investments Paragraphs 1 to 3 (omitted) 4. Obtaining expert opinions The Company, when acquiring or disposing of marketable 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 certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the Company’s paid-in capital or NT$300 million (inclusive) or more, the Company shall additionally engage a certified public accountant 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 Financial Supervisory Commission. The following (omitted)		Article 8 Procedures for Acquisition or Disposal of Securities Investments Paragraphs 1 to 3 (omitted) 4. Obtaining expert opinions The Company, when acquiring or disposing of marketable 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 certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the Company’s paid-in capital or NT$300 million (inclusive) or more, the Company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price;if it is necessary to use an expert report, the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise	Amended in accordance with Article 10 of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies".

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provided by regulations of the
Financial Supervisory Commission.
The following (omitted)
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Amended provisions Current provisions Explanation	Amended provisions Current provisions Explanation	Amended provisions Current provisions Explanation
provided by regulations of the Financial Supervisory Commission. The following (omitted)
Article 9 Procedures for Related Party Transactions Paragraph 1 (omitted) 4. Procedures for Determining Transaction Terms and Authorization Limits When the Company intends to acquire or dispose of real property or right-of-use assets thereof 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 thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 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 redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the audit committee and board of directors: (1) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. (2) The reason for choosing the related party as a transaction counterparty. (3) With respect to the acquisition of real property or right-of-use	Article 9 Procedures for Related Party Transactions Paragraph 1 (omitted) 4. Procedures for Determining Transaction Terms and Authorization Limits When the Company intends to acquire or dispose of real property or right-of-use assets thereof 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 thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 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 redemption of money market funds issued by domestic securities investment trust enterprises, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the audit committee and board of directors: (1) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. (2) The reason for choosing the related party as a transaction counterparty. (3) With respect to the acquisition of real property or right-of-use	Amended in accordance with Article 15 of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies".

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(3) assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with subparagraphs 1 to 4, Paragraph 3 of this Article. (4) The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party. (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 funds utilization. (6) An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the Paragraph 1 of this Article. (7) Restrictive covenants and other important stipulations associated with the transaction. The aforementioned consent of the Audit Committee shall mean the consent of at least one-half of all members of the Audit Committee, or, if the Audit Committee does not have the consent of at least one-half of all members of the Audit Committee, the consent of at least two-thirds of all directors, and the resolution of the Audit Committee shall be set forth in the minutes of the board of directors’ meeting. The so-called all members of the Audit Committee and all directors shall mean those who are actually in office.	(3) assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with subparagraphs 1 to 4, Paragraph 3 of this Article. (4) The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the company and the related party. (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 funds utilization. (6) An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the Paragraph 1 of this Article. (7) Restrictive covenants and other important stipulations associated with the transaction. The aforementioned consent of the Audit Committee shall mean the consent of at least one-half of all members of the Audit Committee, or, if the Audit Committee does not have the consent of at least one-half of all members of the Audit Committee, the consent of at least two-thirds of all directors, and the resolution of the Audit Committee shall be set forth in the minutes of the board of directors’ meeting. The so-called all members of the Audit Committee and all directors shall mean those who are actually in office.

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	When a matter is submitted for discussion by the board of directors pursuant to the provisions, 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 its subsidiaries have the transaction specified in preceding Paragraph and the transaction amount reaches 10% or more of the Company’s total assets, the Company shall submit the information listed in the preceding Paragraph to the shareholders’ meeting for approval before signing the transaction contract and making the payment. However, this does not apply to the transactions between the Company and its subsidiaries or between the subsidiaries. The calculation of the transaction amounts referred to in the preceding two paragraphs shall be made in accordance with Article 15-1(7), and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the shareholders’ meeting, the board of directors and the Audit Committee need not be counted toward the transaction amount in accordance with the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.” With respect to the types of transactions listed below, when to be conducted between the Company	When a matter is submitted for discussion by the board of directors pursuant to the provisions, 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 calculation of the transaction amounts referred to inParagraph 2 shall be made in accordance with Article 15-1(8), and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the board of directors and the Audit Committee need not be counted toward the transaction amount in accordance with the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.” With respect to the types of transactions listed below, when to be conducted 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, if the transaction amount does not reach 50% of the Company's paid-in capital, the chairperson of the board of directors may first decide on the transaction and then submit it to the next board of directors’ meeting for ratification: (1) Acquisition or disposal of equipment or right-of-use assets thereof held for business use. (2) Acquisition or disposal of real property right-of-use assets held for business use.

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Amended provisions	Amended provisions	Current provisions Explanation	Current provisions Explanation
and its subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, if the transaction amount does not reach 50% of the Company's paid-in capital, the chairman of the board of directors may first decide on the transaction and then submit it to the next board of directors’ meeting for ratification: (1) Acquisition or disposal of equipment or right-of-use assets thereof held for business use. (2) Acquisition or disposal of real property right-of-use assets held for business use. The following (omitted)		The following (omitted)
Article 10 Procedures for the acquisition or disposal of intangible assets, equipment, or right-of-use assets thereof or memberships Paragraphs 1 to 3 (omitted) 4. Obtaining expert opinions 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 following (omitted)		Article 10 Procedures for the acquisition or disposal of intangible assets, equipment, or right-of-use assets thereof or memberships Paragraphs 1 to 3 (omitted) 4. Obtaining expert opinions 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. The following (omitted)	Amended in accordance with Article 11 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.”

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Article 15 Procedures for Public Disclosure of Information Paragraphs 1, Subparagraphs 1 to 5 (omitted) (6) Where an asset transaction other than any of those referred to in the preceding five subparagraphs or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300; provided, this shall not apply to the following circumstances: A. Trading of domestic government bonds or foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan. B. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. The following (omitted)	Article 15 Procedures for Public Disclosure of Information Paragraphs 1, Subparagraphs 1 to 5 (omitted) (6) Where an asset transaction other than any of those referred to in the preceding five subparagraphs or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300; provided, this shall not apply to the following circumstances: A. Trading of domestic government bonds. B. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises. The following (omitted)	Amended in accordance with Article 31 of the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies".

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Attachment 7

List of Director (including Independent Director) Candidates

Title	Name	Shareholdings (shares) Education Major Past Positions & Current Positions	Shareholdings (shares) Education Major Past Positions & Current Positions	Shareholdings (shares) Education Major Past Positions & Current Positions
Director	Chung, Cheng-huang	8,512,965	Department of Economics, National Taiwan University. Major Past Positions： Chairman, Ryotai Corporation. General Manager, Ryotai Corporation. Current Positions： Chairman, Audix Corporation.
Director	Lo, Chi-hung	1,839,793	Department of Economics, Chinese Culture University. Major Past Positions： Manager, Tah Chung Steel Corporation. Current Positions： Director (Corporate Representative) , Audix Corporation.
Director	Chen, Ching-tsung	756,722	Department of Electronics Engineering, National Chiao Tung University. Major Past Positions： EMC Engineer of the US NARTE International Certification. Current Positions： Chairman, Audix Technology Corporation.
Director	Chung, Yuan-kai	1,988,800	Master of Industrial Engineering, National Tsing Hua University.	Major Past Positions： Executive Vice President of Manufacturing group, Audix Corporation. Manager, Asustek Computer Incorporation. Deputy Manager, Acer Incorporated. Assistant General Manager, Pegatron Corporation. Current Positions： General Manager, Audix Corporation.

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Title Name	Title Name	Shareholdings (shares) Education	Shareholdings (shares) Education	Major Past Positions & Current Positions
Director Chung, Yuan-chi		1,890,039	 Master of Computer Science, National Chiao Tung University.  Master of Business Administration, Baruch College, City University of New York.	Major Past Positions： Assistant General Manager, Toyo Kuni Electronics Co., Ltd. Manager, Audix Corporation. Current Positions： Chief Financial Officer of Investment Business, Audix Corporation.
Independent Director Lai, Wen-hsien		0	Master of Economics, National Taiwan University.	Major Past Positions： Section Chief, Banking Bureau, FSC. Team Leader, Banking Bureau, FSC. Vice President, Central Deposit Insurance Corporation. Current Positions： Audit Committee Chair, Audix Corporation. Remuneration Committee Chair, Audix Corporation.
Independent Director	Yeh, Sen	55,000	Department of Business, National Taiwan University.	Major Past Positions： General Manager, Dingyuan Dyeing and Finishing Factory Co., Ltd. General Manager, Audix Technology (Xiamen) Co., Ltd. Current Positions： Audit Committee Member, Audix Corporation. Remuneration Committee Member, Audix Corporation.

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Title Name	Title Name	Shareholdings (shares) Education Major Past Positions & Current Positions	Shareholdings (shares) Education Major Past Positions & Current Positions	Shareholdings (shares) Education Major Past Positions & Current Positions
Independent Director Tsai, Yang-cheng		11,000	Doctor of Agronomy, National Taiwan University. Major Past Positions： Honorary Professor, National Taiwan University. Director of Management Team , NTU Farm. Associate Director , NTU Farm. Advisory Committee Member, NTU Experimental Forest. Director of Academic Team, Agricultural Association of China. Managing Supervisor, The Alumni Association of Department of Agronomy, National Taiwan University. Passed the Higher Examination of the Examination Yuan. Passed the Agronomic technician Examination of the Examination Yuan. Member of the Board of Examiners, Ministry of Examination, R.O.C. Current Positions： Audit Committee Member, Audix Corporation. Remuneration Committee Member, Audix Corporation.
Independent Director	Lai, Ying-zhe	0	Department of Economics, National Taiwan University.	Major Past Positions： Representative in the Territory of the Republic of China, Niigata Seiki Co., Ltd. TAIPEI Branch (JAPAN). Current Positions： Consultant, Niigata Seiki Co., Ltd. TAIPEI Branch (JAPAN).

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4. Appendix

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Appendix 1

AUDIX CORPORATION

Rules of Procedure for Shareholders’ Meetings

• Article 1 The Company’s shareholders’ meetings, unless otherwise provided by law and regulation, shall be handled in accordance with the Rules.

• Article 2 The attending shareholders of the Company shall hand in a sign-in card in lieu of signing in. The number of shares in attendance shall be calculated according to the shares indicated by the sign-in cards handed in by shareholders plus the number of shares whose voting rights are exercised by correspondence or electronically.

• Article 3 Attendance and voting at shareholders’ meetings shall be calculated based on numbers of shares.

• Article 4 The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

• The Company shall specify in its shareholders’ meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences.

• Article 5 If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairman of the board. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the vice chairman shall act in place of the chairman; if there is no vice chairman or the vice chairman also is on leave or for any reason unable to exercise the powers of the vice chairman, the chairman shall appoint one of the managing directors to act as chairman. If there are no managing directors, one of the directors shall be appointed to serve as chairman. Where the chairman does not make such a designation, the managing directors or directors shall select from among themselves one person to serve as chairman. If a shareholders’ meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting.

• Article 6 The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders’ meeting. Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands.

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• Article 7 The Company shall record the shareholders’ meetings by audio or video and keep the recording for at least one year.

• Article 8 The chairman shall call the meeting to order at the scheduled meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairman may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, Paragraph 1 of the Company Act. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairman may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.

• Article 9 If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene that is not the board of directors.

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

After close of the said meeting, except for the circumstances stated in the preceding paragraph, shareholders shall not elect another chairman to hold another meeting at the same place or at any other place.

• Article 10 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 chairman. 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

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spoken content shall prevail. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairman; the chairman shall stop any violation.

Article 11 Except with the consent of the chairman, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 3 minutes. If the shareholder’s speech violates the rules set in the preceding paragraph or exceeds the scope of the agenda item, the chairman may terminate such speech.

Article 12 When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

• Article 13 After an attending shareholder has spoken, the chairman may respond in person or direct relevant personnel to respond.

Article 14 When the chairman is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairman may announce the discussion closed and call for a vote.

• Article 14-1 When the Company holds a shareholders’ meeting, it shall adopt exercise of voting rights by correspondence or by electronic means.

• A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting.

• Article 15 The chairman shall appoint the vote monitoring and counting personnel for the voting on a proposal, provided that all monitoring personnel shall be shareholders of the Company. The results of the voting shall be announced on-site at the meeting, and a record made of the vote.

Article 16 When a meeting is in progress, the chairman may announce a break based on time considerations.

• Article 17 Unless otherwise provided by the relevant laws and regulations and in the Company’s Article of Incorporation , the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chairman or a person designated by the chairman shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each

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proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

• Article 18 When there is an amendment or an alternative to a proposal, the chairman 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.

• Article 19 The chairman 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.”

• Article 20 The matters that are not addressed in the “Rules of Procedure for Shareholders’ Meetings” shall be handled in accordance with the relevant laws and regulations.

• Article 21 The “Rules of Procedure for Shareholders’ Meetings” was formulated on April 15, 1998.

• The 1[st] amendment was made on April 28, 2000. The 2[nd] amendment was made on June 10, 2002. The 3[rd] amendment was made on June 14, 2006 The 4[th] amendment was made on June 14, 2013. The 5[th] amendment was made on June 15, 2020. The “Rules of Procedure for Shareholders’ Meetings” shall take effect after being approved by the shareholders’ meetings, subsequent amendments thereto shall be effective in the same manner.

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Appendix 2

AUDIX CORPORATION

Articles of Incorporation

Chapter I General Provisions

• Article 1 The Company is organized in accordance with the Company Act and it is named “AUDIX CORPORATION”

• The Company name is “AUDIX CORPORATION”

• Article 2 The business operation of the company is as follows:

• C805050 Industrial Plastic Products Manufacturing

• C805070 Reinforced Plastic Products Manufacturing

• C805990 Other Plastic Products Manufacturing

• CB01010 Mechanical Equipment Manufacturing

• CB01990 Other Machinery Manufacturing

• CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing

• CC01060 Wired Communication Mechanical Equipment Manufacturing

• CC01070 Wireless Communication Mechanical Equipment Manufacturing

• CC01080 Electronics Components Manufacturing

• CC01110 Computer and Peripheral Equipment Manufacturing

• CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing

• CD01030 Motor Vehicles and Parts Manufacturing

• CE01010 General Instrument Manufacturing

• CQ01010 Mold and Die Manufacturing

• F118010 Wholesale of Computer Software

• F119010 Wholesale of Electronic Materials

• F218010 Retail Sale of Computer Software

• F219010 Retail Sale of Electronic Materials

• F401010 International Trade

• F401021 Restrained Telecom Radio Frequency Equipments and Materials Import

• I301010 Information Software Services

• IF04010 Non-destructive Testing

• IZ09010 Management System Certification

• IZ99990 Other Industrial and Commercial Services

• ZZ99999 Except the permitted business, the Company may engage in other businesses not prohibited or restricted by laws and regulations.

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• Article 3 The Company may conduct guarantee businesses externally. Article 4 The Company may authorize the Board of Directors to make investments for an amount more than 40% of the Corporation’s paid-in capital.

• Article 5 The Company’s headquarter is located in Taipei City. The decision of establishing, terminating, or changing branch offices or liaison offices in Taiwan and abroad can be resolved by the Board of Directors, if necessary.

• Article 6 The Company’s announcements will be made in accordance with Article 28 of the Company Act.

Chapter II Shares

• Article 7 The total authorized capital stock of the Company is NT$2.5 billion divided into 5.5 billion shares with a par value of NT$10 per share. The Board of Directors is authorized to make multiple issuances. Also, 15.4 million shares of the total capital stock in the preceding paragraph are reserved available for the Company’s issuing employee stock warrants, and Board of Directors is authorized to make multiple issuances.

• Article 7-1 According to Article 56-1 of the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” and Article 10-1 of the “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies,” when the subscription price of the stock warrant issued by the Company is lower than the closing price of the Company’s common stock on the issuing date and the treasury stock is transferred to employees is less than the average price of the repurchase shares, a resolution may be adopted by two-third of the voting rights exercised by the shareholders present at the shareholders’ meeting who represent a majority of the outstanding shares of the Company.

• Article 7-2 The treasury stock purchased by the Company shall be transferred to employees, including the employees of the controlled companies or subsidiaries that meet certain conditions.

• The Company’s employee stock warrants are issued to the employees, including the employees of the controlled companies or subsidiaries that meet certain conditions. The shares issued by the Company can also be subscribed by the employees, including the employees of the controlled companies or subsidiaries that meet certain conditions.

The new restricted employee shares issued by the Company can be issued to the employees, including the employees of the controlled companies or subsidiaries that meet certain conditions.

The Board of Directors is authorized to stipulate the said “certain conditions.”

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• Article 8 The Company’s stock shares are ordered and are signed or stamped by three or more directors, and issued after being certified lawfully. The Company may be exempted from printing any share certificate for the shares issued, but the centralized securities depository institution should be contacted for registration.

• Article 9 Registration for transfer of shares shall be suspended 60 days immediately before the date of regular meeting of shareholders, and 30 days immediately before the date of any special meeting of shareholders, or within 5 days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Corporation.

• Article 10 The Company’s stock affairs shall be handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” published by the competent authority and the relevant law and regulations.

Chapter III Shareholders’ meetings

• Article 11 Shareholders’ meetings shall be of two types: annual general meeting and extraordinary general meeting. The annual general meeting shall be convened at least once every year and shall be convened within 6 months after the close of each fiscal year. Extraordinary general meeting shall be convened at such time as may be deemed necessary pursuant to relevant laws and regulations. The meeting notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof. The notice of the shareholders’ meeting to be given by an issuer to shareholders who own less than 1,000 shares of ordered stocks may be given in the form of a public announcement.

• Article 12 The chairman of the Company is to chair the shareholders’ meeting when it is convened by the Board of Directors. When the chairman of the board is unable to attend the meeting for any cause whatsoever, the chairman shall appoint one of the directors to chair the meeting instead. Where the chairman does not make such a designation, the directors shall select from among themselves one person to serve as chairman. If a shareholders’ meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chairman from among themselves.

• Article 13 According to the regulations of the competent authority, the shareholders of the Company may also vote via an electronic voting system, and those who shall be deemed as attending the shareholders’ meeting in person; electronic voting shall be conducted in accordance with the relevant laws and regulations. In case a shareholder is unable to attend a shareholders’ meeting, he/she may issue proxy

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printed by the Company setting forth the scope of authorization by signing or affixing his/her seal on the proxy form for the representative to be present on his/her behalf. The attendance of a shareholders’ meeting by proxy should be processed in accordance with Article 177 of the Company Act and the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” published by the competent authority.

• Article 14 Each shareholder of the Company shall be entitled to one vote for each share held, except for those who are restricted or have no voting rights as listed in Article 179, Paragraph 2 of the Company Act.

• Article 15 Resolutions at a shareholders’ meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.

• Article 15-1 The resolutions of the shareholders’ meeting shall be recorded in the minutes, and such minutes shall be signed by or sealed with the chop of the chairman of the meeting. The minutes of shareholders’ meeting shall be prepared with the information of the date (MM/DD/YY) and place of the meeting, the details and results of the meeting, the name of the chairman, and the resolutions reached, which should be distributed to all shareholders within twenty (20) days after the end of the meeting and the meeting minutes shall be kept persistently throughout the duration of the Company. The meeting minutes in the preceding paragraph can be prepared and distributed electronically.

• The distribution of the meeting minutes as stated in Paragraph 1 may be done by public announcement.

Chapter IV Directors and Audit Committee

• Article 16 The Company may have five to nine directors appointed, and the number of candidates to be elected shall be determined by the Board of Directors within the quorum.

• The Company has based on a candidate nomination system to have directors selected from the candidate list in the shareholders’ meeting for a 3-year term and eligible for re-election. Independent directors and non-independent directors shall be elected together and the number of elected seats should be counted separately. In case no election of new directors is effective after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office.

• Article 16-1 The independent directors among the number of directors of the Company must be not less than two persons, and must be not less than one-fifth of the number of directors.

• The professional qualifications of independent directors, restrictions on both

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shareholding and concurrent positions held, method of nomination and selection, and other requirements with regard to the independent directors shall be set forth in accordance with the relevant regulations of the security regulatory authority.

• Article 16-2 The Company has an Audit Committee formed in accordance with Article 14-4 of the Securities and Exchange Act, which is composed of all independent directors. The number of Audit Committee members shall not be less than three persons, one of them is the convener, and at least one of them possess accounting or finance expertise.

• The Audit Committee or the members of the Audit Committee shall exercise the functions and powers of the supervisor as stipulated by the Company Act, Securities and Exchange Act, and other law and regulations.

• Article 17 The directors shall organize the Board of Directors. The Chairman of the board should be elected who is to represent the company externally with the attendance of more than two-thirds of the directors and the consent of more than half of the directors present.

• Article 18 In case the Chairman of the Board of Directors is on leave or unable to perform his duties for cause, the agent of the chairman shall act in accordance with Article 208 of the Company Act.

• Article 19 In the case that vacancies on the Board of Directors exceed one third of the total number of the Directors, the Board of Directors shall call, within 60 days, an extraordinary general meeting to elect the succeeding directors to fill the vacancies for the remaining term of office of the dismissed directors.

• Article 20 The Board of Directors is formed by the directors with the powers as follows:

• Formulate business plans.

• Formulate the distribution of earnings or covering of losses.

• Formulate capital increase or decrease.

• Proposed amendments to the articles of association of the company

• Review and approve various important contracts.

• Determine the appointment and dismissal of the President.

• The establishment and abolition of branches and liaison offices.

• Prepare budget and final account of the Company.

• Determine the trade of real estate and investment in other companies.

• Other duties and powers conferred by the Company Act and shareholders’ meeting.

• Article 21 Where the first meeting of each newly elected Board of Directors is called by the director who received votes representing the largest portion of voting rights at the shareholders’ meeting in which the directors were elected, the meeting shall be chaired by that director; however, the subsequent board meetings are to be chaired by the chairman of the board. Unless otherwise provided in the Company Act and the Company’s Articles of Incorporation, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. The director who is unable to attend the board meeting for any reason may appoint another director to act as his/her proxy.

The appointment of proxy referred to in the preceding paragraph is limited to one

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person with the scope of authorization with respect to the items on the meeting agenda specified in details.

• Article 21-1 Directors of the Company should be informed of a board meeting 7 days in advance. However, a board meeting can be convened at any time in the event of an emergency.

• The meeting notice in the preceding paragraph shall be prepared with the reasons specified and shall be issued in writing, by e-mail, or by fax.

• Article 22 The Company may acquire liability insurance for the directors and key personnel who may incur damage compensation claims from stakeholders due to their business practice throughout the term of office or employment.

• Article 23 The Board of Directors is authorized to determine the remuneration of the chairman and board directors according to their participation in the Company’s operations, contribution value, and general standards of the industry.

Chapter V Management

• Article 24 The Company may have the President appointed with the appointment, dismissal, and remuneration processed in accordance with Article 29 of the Company Act.

Chapter VI Accounting

• Article 25 The fiscal year for the Corporation shall be from January 1 of each year to December 31 of the same year. Board of Directors shall prepare financial statements and records at the end of each fiscal year lawfully and then present them in the regular shareholders’ meeting for recognition.

• Article 26 If the Company makes profits (the so-called profit refers to the net income before tax deducting the distribution of remuneration to employees and directors) for the year, an amount equivalent to 3% or more of the profits should be appropriated as remuneration to employees and an amount equivalent to 3% or less of the profits appropriated as remuneration to directors. However, a respective amount should be reserved in advance to make up for the cumulative losses (including the amount adjusted to the undistributed earnings).

• Remuneration for employees can be paid in the form of stock shares or cash while the remuneration to directors can be paid in cash only. The Board of Directors shall reach a resolution with more than two-thirds of the directors present and approved by more than half of the directors; Board of Directors shall also report it to the shareholders’ meeting.

• Employee remuneration in the preceding paragraph may also be distributed to the employees of the controlled companies or subsidiaries who meet certain conditions, and the said conditions are to be determined by the Board of Directors.

• Article 26-1 If there is net income in the Company’s annual final accounts, it should be applied in the order as shown below:

• Payment of taxes.

• Make up for accumulated losses (including the amount adjusted to undistributed earnings).

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1. Setting aside 10% legal for reserve, except for when accumulated legal reserve has reached the Company’s paid-in capital.

2. Appropriate or reverse special reserve in accordance with the regulations of the competent authority.

3. The balance amount (referred to as “net income” hereinafter), if any, is to be distributed to shareholders along with the undistributed profit at the beginning of the same year according to the earnings distribution proposal of the Board of Directors, which shall be presented in the shareholders’ meeting for resolutions.

In the case of distributing dividends to shareholders in the preceding paragraph or distributing all or part of the legal reserve and additional paid-in capital in the form of cash, a resolution must be adopted by a majority vote at the Board meeting attended by two-thirds of the total number of directors, and a report of such distribution shall be submitted to the shareholders’ meeting.

In terms of the Company’s dividend policy, the Company has the earnings distribution plan formed by taking into account the current and future development plans, capital needs, domestic and international competition and changes in the industrial environment, shareholders’ interests, and the Company’s long-term financial planning. The Company’s annual shareholder dividends are for an amount not less than 50% of the net income.

• The distribution of earnings in the preceding paragraph can be made in the form of cash dividends or stock dividends. In order to respond to the growth of innovative electronic technology and to acknowledge the Company’s entering a stable growth period currently, the distribution of earnings is given priority to cash dividends, and the distribution of stock dividends is also available. However, the distribution ratio of cash dividends shall not be less than 50% of the total dividends distributed in the current year.

Chapter VII Supplementary Provisions

• Article 27 The Company’s charter and enforcement rules shall be formulated separately by the Board of Directors.

• Article 28 Matters not specified in the Articles of Incorporation shall be resolved in accordance with the Company Act.

• Article 29 The Articles of Incorporation was formulated on June 16, 1980.

The 1[st] amendment was made on June 16, 1980.

• The 2[nd] amendment was made on September 9, 1982. The 3[rd] amendment was made on October 19, 1983. The 4[th] amendment was made on October 9, 1986. The 5[th] amendment was made on January 6, 1987.

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The 6[th] amendment was made on May 9, 1987. The 7[th] amendment was made on December 14, 1989. The 8[th] amendment was made on July 15, 1990. The 9[th] amendment was made on September 10, 1990. The 10[th] amendment was made on October 1, 1990. The 11[th] amendment was made on October 15, 1990. The 12[th] amendment was made on August 15, 1991. The 13[th] amendment was made on August 9, 1992. The 14[th] amendment was made on April 2, 1993. The 15[th] amendment was made on April 15, 1998. The 16[th] amendment was made on April 28, 2000. The 17[th] amendment was made on April 20, 2001. The 18[th] amendment was made on June 10, 2002. The 19[th] amendment was made on June 15, 2004. The 20[th] amendment was made on June 14, 2005. The 21[st] amendment was made on June 14, 2006. The 22[nd] amendment was made on June 15, 2007. The 23[rd] amendment was made on June 13, 2008. The 24[th] amendment was made on June 10, 2009. The 25[th] amendment was made on June 15, 2010. The 26[th] amendment was made on June 12, 2012. The 27[th] amendment was made on June 15, 2015. The 28[th] amendment was made on June 15, 2016. The 29[th] amendment was made on June 14, 2018. The 30[th] amendment was made on June 13, 2019. The 31[st] amendment was made on August 20, 2021.

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Appendix 3

AUDIX CORPORATION

Regulations Governing the Election of Directors

• Article 1 Unless otherwise provided by law and regulation and by the Company’s Articles of Incorporation, elections of directors shall be conducted in accordance with the Regulations.

• Article 2 The election of the Company’s directors shall be conducted at the shareholders’ meeting.

• Article 3 The candidate must be an individual with disposing capacity by law.

• Article 4 The following relationships may not exist among more than half of the Company’s directors:

• A spousal relationship

• A familial relationship within the second degree of kinship

• Article 4-1 When the originally selected directors do not meet the conditions of the preceding paragraph, determination of which directors are elected shall be made according to the following provisions:

• When there are some among the directors who do not meet the conditions, the election of the director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.

• Article 5 Elections of directors at the Company shall be conducted in accordance with the candidate nomination system adopted by the shareholders’ meetings and with single name and cumulative voting system adopted in practice. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

• Article 6 The number of directors will be as specified in the Company's Articles of Incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the quorum, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

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• Article 7 The Company shall prepare election ballots for directors. The ballot shall be stamped with the company seal, including the shareholder attendance card number and voting rights of the voter.

• Article 8 Before the election begins, the chair shall appoint a number of vote monitoring personnel who are with a shareholder status and vote counting personnel to perform the respective duties of vote.

• Article 9 The ballot boxes shall be prepared by the Company and publicly checked by the vote monitoring personnel before voting commences.

• Article 10 If a candidate is a shareholder, a voter must enter the candidate’s account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or the name of its representative may be entered. However, shareholders who adopt an electronic voting are not subject to this requirement.

Article 11 A ballot is invalid under any of the following circumstances:

1. The ballot is not prepared in accordance with the Regulations.

2. A blank ballot is placed in the ballot box.

3. The writing is unclear and indecipherable or has been altered.

4. The candidate whose name is entered in the ballot is a shareholder, but the candidate’s account name and shareholder account number do not conform with those given in the shareholder register. The candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate’s name and identity card number do not match.

5. Two or more candidates are listed on the same ballot.

6. Other words or marks are entered in addition to the candidate’s name or shareholder’s account number or identity card number and the number of voting rights allotted.

7. The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such individual.

8. The total number of voting rights casted by electors exceeds the total number of voting rights they hold.

9. Article 12 The voting rights shall be calculated on site immediately after the end of the poll under the supervision of the monitoring personnel. The results of the calculation shall be announced by the chair.

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Article 13 The “Regulations Governing the Election of Directors” was enacted on April 15, 1998.

The 1[st] amendment was made on April 28, 2000. The 2[nd] amendment was made on June 10, 2002. The 3[rd] amendment was made on June 15, 2007. The 4[th] amendment was made on June 14, 2018. The 5[th] amendment was made on June 13, 2019. The “Regulations Governing the Election of Directors” shall take effect after being approved by the shareholders’ meetings. Subsequent amendments thereto shall be effective in the same manner.

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Appendix 4

AUDIX CORPORATION

Shareholding of All Directors

1. The Company’s paid-in capital amounts to NT$1,055,956,150 with 105,595,615 shares issued.

2. According to Article 26 of the Securities and Exchange Act and the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, therefore all directors of the Company shall hold at least 8,000,000 shares.

3. The shareholding of individual director and all directors recorded in the shareholder list as of date for book closure (April 19, 2022) is as follows:

==> picture [467 x 448] intentionally omitted <==

----- Start of picture text -----

The shareholding recorded in
Date Term of the shareholder list as of date
Title Name
elected office for book closure
Shares Ratio
14,512,965
Chairman Chung, Cheng-huang 06.13.2019 3 years (including 13.74%
shareholding trust)
JSJK Holding Co., Ltd.
Representative: Chen,
Ching-tsung
Director Representative: Chung, 06.13.2019 3 years 7,682,748 7.28%
Yuan-kai
Representative: Chung,
Yuan-chi
HongBao Investment
Co., Ltd.
Representative: Lo,
Director 06.13.2019 3 years 4,851,000 4.59%
Chi-hung
Representative: Cheng,
Yi-chuv
Total shareholdings of non-independent directors 27,046,713 25.61%
Independent
Yeh, Sen 06.13.2019 3 years 55,000 0.05%
Director
Independent
Tsai, Yang-cheng 06.13.2019 3 years 11,000 0.01%
Director
Independent － －
Lai, Wen-hsien 06.13.2019 3 years
Director
Total shareholdings of all directors 27,112,713 25.67%
----- End of picture text -----

1. The shareholding of all directors of the Company has met the statutory requirements.

2. The Company has established an Audit Committee, hence there is no applicable legal requirement for supervisors to hold shares.

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