AVC - AGM Information 2022 | FinancialReports.eu

ASIA VITAL COMPONENTS CO., LTD. 2022 Annual Shareholder’s Meeting

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

Place: 3F., No. 9, Wugong 6th Rd., Wugu Dist., New Taipei City, Taiwan (R.O.C.) (New Taipei City Labor Activity Center)

Total outstanding AVC Shares: 353,310,157 shares

Total shares represented by shareholders present in person or by proxy: 296,221,103 shares (Including electronic voting to exercise voting rights of 186,959,358 shares)

Percentage of shares held by shareholders present in person or by proxy:83.84%

Directors present: Shen, Ching Hang; Kobayashi Takashi ; Kitanoya, Atsushi; Chen, Yi Cheng; Wang, Jui Pin; Huang, Chiu Mao; Gao, Pai Ling; Chen, Chun Cheng; Cho, I Lang; Ueng Joseph Chehchung (Total 10 persons)

CPA present: Chen, Cheng Chu (Total 1 persons)

Chairman: Shen, Ching Hang

Recorder: Kuo, Hui Ying

A. Reports on Report No.1: 2021 Business Report Explanation: The 2021 Business Report is attached as Appendix 1 of the Meeting Handbook.

Report No.2: Audit Committee’s review report of 2021

Explanation: The Audit Committee’s review report is attached as Appendix 2 of the Meeting Handbook.

Report No.3: Compensation Distribution For Employees and Directors of 2021 Explanation: According to No.27 of Article of Incorporation, 2% or less of the remuneration should be allocated to directors and supervisors, amounting to NT$ 56,053,297 (1.53% of the yearly net profit); at least 3 % of the remuneration should be allocated for employees’ bonus, amounting to NT$ 130,791,025 (3.57% of the yearly net profit). All are distributed in cash.

Report No.4: To report the cash distributed from 2021 profits and capital surplus to shareholders.

Explanation: 1. The Board of Directors approved the Cash dividend for shareholders

of the year is NT$1,165,923,518, and NT$3.3 dollar is distributed per share in accordance of the shareholding record on the Ex-Dividend Date.

The Company intends to appropriate NT$353,310,157 from the capital surplus from the issue of shares in excess of par value - issue premium to distribute cash of NT$1 per share is distributed in accordance of the shareholding record on the Ex-Dividend Date.
Cash dividend is allocated by NT 1 dollar as a unit. The fractional amount less than NT$ 1 will be set aside as AVC Employee Welfare Committee.
If, prior to the base date of the appropriation of earnings and capital surplus, there is a need to revise the dividend distribution ratio due to a change in the number of outstanding shares of the Company, the Chairman is authorized to adjust the ratio.

B. Matters for Recognition

No.1 (Proposed by the Board of Directors) Proposal: To approve 2021 Business Report and Financial Statements. Explanation: 1. The 2021 Individual Financial Statements and Consolidated

Financial Statements have been completed and audited by accountant Chen, Cheng-Chu and Hung, Kuo Sen of Ernst & Young, Taiwan. The audited report is attached as Appendix 3 of the Meeting Handbook.

The above-mentioned financial statements, and the Business Report are attached as Appendix 1 of the Meeting Handbook. Those are to be resolved by Audit Committee and Board of Directors, and will be submitted to shareholders’ meeting for adoption.
Please resolve.

Resolution: RATIFIED.

3. Please resolve. tion: RATIFIED.
	VotingResults
Votes in favor	279,387,140 votes, 94.31% of the total represented sharepresent
Votes in against	399,896 votes
Votes invalid and abstained	16,434,067 votes
Votes abstained	0 votes

No. 2 (Proposed by the Board of Directors)

Proposal: To approve the proposal for distribution of 2021 earnings.

Explanation: 1. The Distribution of 2021 Profits was compiled in accordance with Article of Incorporation. Please refer to Appendix 4 of the Meeting Handbook.

The Cash dividend for shareholders of the year is NT$1,165,923,518, and NT$3.3 dollar is distributed per share in accordance of the shareholding record on the Ex-Dividend Date.
Cash dividend is allocated by NT 1 dollar as a unit. The fractional amount less than NT$ 1 will be set aside as AVC Employee Welfare Committee.
If, prior to the base date of the appropriation of earnings and capital surplus, there is a need to revise the dividend distribution ratio due to a change in the number of outstanding shares of the Company, the Chairman is authorized to adjust the ratio.
Please resolve.

Resolution: RATIFIED.

5. Please resolve. tion: RATIFIED.
	VotingResults
Votes in favor	280,701,941 votes, 94.76% of the total represented sharepresent
Votes in against	5,899 votes
Votes invalid and abstained	15,513,263 votes
Votes abstained	0 votes

C. Matters for Discussion

No. 1 (Proposed by the Board of Directors)

Proposal: Amendment to the Articles of Incorporation.

Explanation: In order to process the issuance of employee stock options and to hold shareholders' meetings by video, the "Articles of Incorporation" will be amended as required by law. The amended provisions are attached as the Appendix 5 of the Meeting Handbook.

Resolution: RATIFIED.

tion: RATIFIED.
	VotingResults
Votes in favor	265,723,304 votes, 89.70% of the total represented sharepresent
Votes in against	14,929,476 votes
Votes invalid and abstained	15,563,323 votes
Votes abstained	0 votes

No. 2 (Proposed by the Board of Directors)

Proposal: Amendment to the Procedures for Election of Directors. Explanation: In order to meet the requirements of the Act and to enhance corporate governance and protect the interests of shareholders, the "Procedures for the Election of Directors" will be revised. The amended provisions are attached as the Appendix 6 of the Meeting Handbook.

Resolution: RATIFIED.

tion: RATIFIED.
	VotingResults
Votes in favor	280,713,841 votes, 94.76% of the total represented sharepresent
Votes in against	3,899 votes
Votes invalid and abstained	15,503,363 votes
Votes abstained	0 votes

No. 3 (Proposed by the Board of Directors)

Proposal: Amendment to the Regulations Governing the Acquisition and Disposal of Assets.

Explanation: In order to comply with the FSC's amendment to the "Guidelines for the Treatment of Assets Acquired or Disposed of by Public Companies" on January 28, 2022. The amended provisions are attached as the Appendix 7 of the Meeting Handbook.

Resolution: RATIFIED.

tion: RATIFIED.
	VotingResults
Votes in favor	280,713,879 votes, 94.76% of the total represented sharepresent
Votes in against	3,898 votes
Votes invalid and abstained	15,503,326 votes
Votes abstained	0 votes

No. 4 (Proposed by the Board of Directors)

Proposal: Amendment to the Rules and Procedures of shareholders' Meeting. Explanation: Amendments to the "Rules of Procedure of Shareholders' Meetings" to

accommodate the possibility of holding shareholders' meetings by video. The amended provisions are attached as the Appendix 8 of the Meeting Handbook.

Resolution: RATIFIED.

ation: Amendments to the "Rules of Procedure of Shareholders' Meetings" to accommodate the possibility of holding shareholders' meetings by video. The amended provisions are attached as the Appendix 8 of the Meeting Handbook. tion: RATIFIED.	ation: Amendments to the "Rules of Procedure of Shareholders' Meetings" to accommodate the possibility of holding shareholders' meetings by video. The amended provisions are attached as the Appendix 8 of the Meeting Handbook. tion: RATIFIED.

	VotingResults
Votes in favor	277,201,301 votes, 93.57% of the total represented sharepresent
Votes in against	3,451,429 votes
Votes invalid and abstained	15,568,373 votes
Votes abstained	0 votes

No. 5 (Proposed by the Board of Directors)

Proposal: To issue employee stock options at a price lower than fair market value. Explanation:

To achieve the purpose of attracting talent and motivating employees, the Company intends to issue employee stock options whose stock option prices are not subject to the provisions of Article 53 of the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers" in accordance with the provisions of Article 56-1.
In accordance with Article 56-1 of the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers," the proposed issuance of employee stock options below market value is described as follows:
(1) The total number of units of employee stock options issued, the number of shares subscribed per unit of stock options and the total number of new shares to be issued upon exercise of stock options: The number of units of employee stock options issued was 16,689, and the number of shares subscribed per unit of stock options was 1,000. The total number of new shares of common stock to be issued upon the exercise of stock options is

16,689,000 shares.

(2) The basis and reasonableness of the stock option price: Considering the selection, retention and incentive effect on talents of the Company and the shareholders' rights and interests, the stock option price was set at no less than 60% of the closing price of the common stock on the issuance date of the stock options. The stock options can only be exercised by installment after two years from the issuance date in accordance with the ratio set during the period. It is reasonable to set the stock option price at no less than 60% of the closing price.
(3) Eligibility conditions of the stock option holders and the number of shares to be subscribed:
- The number of shares available for subscription is limited to the full-time employees of the Company and its domestic and overseas subsidiaries as of the base date of each issue. The base date of stock option qualification is determined by the Chairman of the Board of Directors, and the actual number of employees and their stock options will be approved by the Chairman of the Board of Directors with reference to seniority, rank, work performance, overall contribution (including possible future contribution) or special merit, etc. Employees who are managerial officers or directors with employee status shall be approved by the Remuneration Committee, and general employees shall be approved by the Audit Committee, after which it shall be submitted to the Board of Directors for approval. The cumulative number of shares granted to a single employee through the issuance of employee stock options is offered by the Company pursuant to paragraph 1 of Article 56-1 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers. Furthermore, the cumulative number of new shares with restricted employee rights granted to that single employee shall not exceed 0.3% of the total number of shares issued by the Company, and the cumulative number of shares granted to that single employee through the issuance of employee stock options pursuant to paragraph 1 of Article 56 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall not exceed 1% of the total number of shares issued by the Company.
Reasons for applying for the employee stock option certificate: To attract and retain technical and professional talents needed by the Company, to motivate employees, to enhance their motivation, productivity and sense of belonging, and to jointly align the interests of the Company and its shareholders.
Effect on shareholders' equity:
(1) Possible expensed amount and dilution of earnings per share: Based on the closing price of the Company's common stock of $112.5 on February 17, 2022, and taking into account actuarial assumptions and estimates, the estimated expense amount and dilution of earnings per share to be apportioned annually for the next five years are as follows:

Fiscal Year	2022	2023	2024	2025	2026	Total
Expensed amount per year (in NT$’000)	294,313	294,313	149,229	66,324	24,871	829,052

	Diluted earnings per share (NT$)	0.833	0.833	0.422	0.188	0.070	2.346

The actual expense amount and the dilution of earnings per share will be adjusted based on the appraisal results at the time of issuance.

(2) If the shares are issued as a form of performance, the financial burden to the Company shall be stated: Not applicable.
5.After this proposal being discussed and approved during the annual shareholders' meeting, it will be carried out once or several times in accordance with the Company's Employee Stock Option Regulations and relevant laws and regulations, provided that the total number of units to be reported to the competent authority for each issuance shall comply with Article 60-8 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers with respect to restrictions in the number of shares. If there is any other matter that has not been described above, unless otherwise provided by laws and regulations, it is proposed to request the shareholders' meeting to authorize the Board of Directors to amend or implement the matter in accordance with the relevant laws and regulations.
If, in the course of submitting the case to the competent authority for review, the competent authority requires an amendment to the Regulation, the chairman is authorized to amend the Regulation in line with the request first, and then submit it to the Board of Directors for ratification.
If there is any other matter that has not been described above, unless otherwise provided by law, it is proposed to request the shareholders' meeting to authorize the Board of Directors to amend or implement the Act in accordance with the relevant laws and regulations.
Please resolve.

Resolution: RATIFIED.

therwise provided by law, it is proposed to request the shareholders' meeting o authorize the Board of Directors to amend or implement the Act in ccordance with the relevant laws and regulations. Please resolve. tion: RATIFIED.	therwise provided by law, it is proposed to request the shareholders' meeting o authorize the Board of Directors to amend or implement the Act in ccordance with the relevant laws and regulations. Please resolve. tion: RATIFIED.

	VotingResults
Votes in favor	245,798,374 votes, 82.97% of the total represented sharepresent
Votes in against	34,677,863 votes
Votes invalid and abstained	15,744,866 votes
Votes abstained	0 votes

D. Election Matters:

No. 1 (Proposed by the Board of Directors) Proposal: Election of Directors

Explanation: 1.The term of the office of the twelfth session of the Board ends on June 12[th] , 2022, and re-election of all directors shall be held on the shareholders’ meeting.

According to Articles of Incorporation, seven to thirteen directors, should be elected and shall take office immediately after the election on shareholders’ meeting on 2022.
The company adopts a candidate nomination system for the election of the thirteenth session of 13 new directors (including 4 independent

directors). The roster of director candidates shall be elected by the shareholders. Who shall serve in the position for three years from June 17th, 2022 to June 16th, 2025.

Please refer to Appendix 9 of the Meeting Handbook for the background and detailed information of the candidates for directors (including independent directors).
Reasons to re-nominate Chen, Chun Cheng and Cho, I Lang as candidate of independent directors:
5-1 Mr. Chen, Chun Cheng has served as an independent director of the company for five terms. Considering his work experience and his expertise in fields liked financing as well as business administration, he is a great talent for the company. He is nominated again this year as a candidate of independent director as he could contribute a lot by offering professional advices to the Board as he fulfills his duties as an independent director.
5-2 Mr. Cho, I Lang has served as an independent director of the company for four terms. Considering his work experience and his expertise in fields liked financing as well as business administration, he is a great talent for the company. He is nominated again this year as a candidate of independent director as he could contribute a lot by offering professional advices to the Board as he fulfills his duties as an independent director.
Please vote.

Election results:

Category	Name	Votes Received
Director	Zing He Investment Co., Ltd. Representative: Shen,ChingHang	408,928,446
Director	Furukawa Electric Co., Ltd. (Japan) Representative: Ono Ryoji	263,145,401
Director	Furukawa Electric Co., Ltd. (Japan) Representative: Motomura Takuya	251,565,234
Director	Furukawa Electric Co., Ltd. (Japan) Representative: Kobayashi Takashi	251,008,068
Director	Kitanoya, Atsushi	90,839,534
Director	Chen, Yi Chen	89,172,637
Director	Wang, Jui Pin	89,011,291
Director	Huang, Chiu Mo	88,588,082
Director	Gao, Pai Ling	87,561,492
Independent Director	Ueng Joseph Chehchung	399,166,469
Independent Director	Lin, Tzu Yun	399,098,775
Independent Director	Chen, Chun Cheng	241,012,671
Independent	Cho, I Lang	240,570,636

Director

E. Other Proposals

No. 1 (Proposed by the Board of Directors)

Proposal: Proposal of Release the Prohibition on Directors from Participation in Competitive Business.

Explanation: 1. The Article 209 of Incorporation rules that “A director who does
- anything for himself or on behalf of another person that is within the scope of the company’s business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.”
The business strife limitations on new directors (including the independent directors) and their deputies shall be released on the prohibition for business operations, and shall be allowed to explain the essential content of the lift business strife limitation on the meeting of shareholders.
Please resolve.

Items of competitive conduct in which the director is permitted to

engage

Category	Name	Name of Company and Positions Held Currently in Other Companies
Director	Zing He Investment Co., Ltd.	Corporate director of Fositek Corp.
	Representative: Shen, ChingHang	Corporate Director Representative of Fositek Corp.
Director	Furukawa Electric Co., Ltd. (Japan)	1 Corporate director and supervisor of Fukukawa Electric Group; 2 Corporate director of Fukukawa Asia Vital Component (Suzhou) Co., Ltd.; 3 Corporate director and supervisor of NTEC LIMITED; 4 Corporate director and supervisor of Furukawa Shanghai Ltd. 5 Corporate director and supervisor of Furukawa Electric Thermal
	Representative: Ono Ryoji	Fukukawa Electric Co., Ltd., executive Officer, General Manager of Functional Products Division
	Motomura Takuya	1 Fukukawa Electric Co., Ltd., director of Heat Dissipation Product and Electronic Component Business Department; 2 Corporate Representative Director of

Category	Name	Name of Company and Positions Held Currently in Other Companies
		Fukukawa Asia Vital Component (Suzhou) Co., Ltd; 3 Corporate Representative Director of NTEC LIMITED; 4 Corporate Representative Director of Taiwan Furukawa Electric Co., Ltd. 5 Corporate Representative Director of ORIEX LIMITED 6 Corporate Representative Director of Furukawa Electric Thermal
	Representative: Kobayashi Takashi	President and General manager of Taiwan Furukawa Electric Co.,Ltd.
Director	Chen, Yi Chen	1. Director of Sentelic Co., Ltd.; 2. Corporate Representative Director of Zimag Technology Co., Ltd.,; 3. Independent Director of PanJit Co., Ltd.; 4. Corporate Representative Director of Fositek Corp; 5. Supervisor of SteadyBeat Technology Corporation
Director	Huang, Chiu Mo	1. Chairperson and Corporate Representative Director of Fositek Corp.; 2. Corporate Representative Director of Shenzhen TimeLink Technology Co., Ltd., 3. Corporate Representative Director of Markethill Investments Limited
Director	Gao, Pai Ling	Corporate Representative Director of CRRC Asia Vital Component Heat Dissipation Technology Co., Ltd.,
Independent Director	Chen, Chun Cheng	1. Supervisor of Paragon Semiconductor Lighting Technology Co., Ltd.; 2. Chairperson of TFAT Audio Ltd.; 3. Chairperson of WSapc Co., Ltd.; 4. Corporate Director Representative of Bossdom DigiInnovation Co., Ltd.; 5. Independent Director of Zinwell Corporation.

Resolution: RATIFIED.

tion: RATIFIED.	tion: RATIFIED.

	VotingResults
Votes in favor	172,887,755 votes, 58.36% of the total represented sharepresent
Votes in against	68,574,122 votes
Votes invalid and abstained	54,759,226 votes
Votes abstained	0 votes

F. Extempore Motions: None.

G. Adjournment:10:56 a.m., June 17, 2022 (Friday)

The minutes of the shareholders' meeting only states the key points of the meeting and the results of the resolution. The content, procedures and shareholders' speeches of the meeting are based on the video of the meeting.

Appendix 1 2021 Business Report

ASIA VITAL COMPONENTS CO., LTD. 2021 Business Report

I. Operation result of the Company in 2021

Operating revenue and net income

Unit: thousand NT dollars

Item			Increased
	2021	2020		Variation ratio
			(Decreased)amount

Operating revenue	47,332,739	39,665,534	7,667,205	19.33%
Gross profit	8,385,681	6,231,723	2,153,958	34.56%
Net income	2,900,627	1,915,846	984,781	51.40%
Earnings per share(dollar)	8.21	5.42	2.79	51.48%

2.Execution of budget plan ： Not applicable. (the Company didn’t prepare financial forecast of 2021.)

Profitability.

3. Profitability.
	Unit: thousand NT dollars
Item	2021	2020
Return on Asset (%)	6.49%	5.42%
Return on Equity (%)	25.23%	19.60%
Net Profit margin (%)	6.13%	4.83%

4. Research and Development

The consolidated expenses on research and development of the Company in 2021 and 2020 are amounted to be 2.36 billion NT dollars and 1.93 billion NT dollars respectively, taking up 5.00% and 4.86% of the consolidated operating revenue.

The Company devotes itself in sustainable operation and creating its value, making every possible effort to develop new products and techniques to remain the leading position in the industry.

II. Business plan of 2022

In 2021, due to the continued impact of the COVID-19 epidemic, the demand for servers increased greatly, and the shipment of notebook computers saw robust growth. With the optimization of the Company’s product portfolio, a sound procurement strategy, and the efforts of all employees, the Company’s revenue grew to NT$47.33 billion in 2021, an increase of NT$7.667 billion and a growth rate of 19% compared to the same period last year. The employees of the Company will continue to work in solidarity and grow as a cohesive team with a more global perspective and a sustainable mindset.

1.Guideline of management: the Company aims to become “the leader of thermal industry and mechanical products,” actively developing new

techniques in thermal solutions and enhancing productivity in the plants. It will continue to assist its clients and create long-term value.

2.Forecast in sales number and the reference:
The Company has a balanced development in all areas of thermal dissipation and expects that the growth of the global communications and server industries will lead to growth in shipments and revenue.
3.Important policies in production and marketing:
(1)Marketing strategies: the Company would cater to clients’ needs and catch up with the trend on the market, sustaining the relationship with existing customers and enhancing the exploration of market and customer service.
(2)Research strategies: the Company devotes itself in development of essential techniques in heat dissipation and recruiting qualified talents in the professional field to level up the design, quality, and efficiency of the products.
(3)Production strategies: the Company makes use of the most of the resources in each of its plants and equips the plants with automatic production facilities to enhance the quality and productivity as well as gain competitiveness in delivery, quality, and cost.
II. Future Development of the company:
The global production of mainstream IT hardware industries grew by approximately 13.11% in 2021 compared to 2020. In light of the key growth factors of major IT hardware products worldwide observed, even though the COVID-19 epidemic brought many challenges to the IT industry in terms of supply chain disruptions, major IT hardware products grew positively in 2021, benefiting from the increased demand for work-at-home and distance learning, with the most obvious increase in the demand for notebook computers and servers. As to the business outlook for 2022, with the increase in the global vaccination coverage rate and weakening of consumer demand derived from the anticipated recovery from the COVID-19 pandemic, global notebook computer shipments are expected to decline gradually while the global server market will continue to benefit from HPC, AI, and edge computing drivers and continue traction of growth. Whether there will be further changes in the global pandemic, as well as alleviation of congestion in ports and the shortage of electronic materials will be important key indicators. The Company will continue to deliver good results with an ethic of solidarity and hard work, and continue to grow with a more international perspective and sustainable mindset.

Chairperson: Shen, Ching Hang

Appendix 2 Audit Committee’s Review Report

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2021 Business Report, Financial Statements, and earning distribution proposal. The CPA firm of Ernst & Young was retained to audit AVC’s Financial Statements and has issued and audited report relating to the Financial Statements. The Business report, Financial Statements, and earnings distribution proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Asia Vital Components Co., Ltd. According to relevant requirements of the Securities and Exchange Act the Company Law, we hereby submit this report.

Asia Vital Components Co., Ltd.

Chairman of the Audit Committee:

Sir Cho, I Lang

March 17, 2022

Appendix 3 Financial Statement of 2021

Independent Auditors’ Report

To ASIA VITAL COMPONENTS CO., LTD

Opinion

We have audited the accompanying consolidated balance sheets of ASIA VITAL COMPONENTS CO., LTD and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2021 and 2020, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”).

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter – Making Reference to the Audits of Component Auditors section of our report), the consolidated financial statements referred to above 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 cash flows for the years ended December 31, 2021 and 2020, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, 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 most significant in our audit of 2021 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Cutoff of warehouse sales revenue

The Group’s sales revenue mainly arises from warehouse sales revenue, which is recognized when customers take delivery merchandised from warehouse (when control of the product is transferred). For the accounting policies on revenue recognition. The supporting documents of revenue recognition include reports or other information provided by warehouse custodians and inventory movement records of warehouse. The Group has several warehouses around the world and each warehouse has its own custodian. Further, the frequency and contents of statements provided by custodians are different and involves manual processes which may cause improper revenue recognition. As there are numerous daily sales transactions from the distribution warehouse and the transaction amounts before and after the balance sheet date are significant to the consolidated financial statements, we consider the cutoff of sales revenue from distribution warehouse a key audit matter.

Our audit procedure including but not limited to timing of revenue recognition based on trade terms to ensure the appropriateness of sales revenue recognition. Assessed and checked the appropriateness of cutoff of sales revenue around the balance sheet date, and verified the statements provided by the warehouse custodian. Confirmed the inventory quantities with warehouse custodian and agreed the results to accounting records. In addition, inspected the reason for the difference between the confirmation replies and accounting records and tested the reconciling items made by the Group in order to confirm whether the significant differences have been adjusted.

Please refer to Note 4 and 6 of consolidated financial statements for the revenue recognized disclosion.

Valuation for inventories

As of December 31, 2021, the Company’s net inventories amounted to NT$15,617,990 thousand, constituting 31% of consolidated total assets which is significant for the financial statements. The allowance for reduction of obsolete inventory due to the uncertainty caused by the rapid change of product technology, is closely related to the management’s judgement. Therefore, we considered this a key audit matter.

Our audit procedures included, but are not limited to, testing the effectiveness of the internal controls around inventories, including inventory cost carried down; evaluating the inventory status, evaluating management’s stock-taking plan, selecting the ideal warehouse site and performing the physical count to identify the number and status of inventory, testing the accuracy of inventory aging, and analyzing the variation of inventory aging and considering the anticipated demand and market value, evaluating the analysis of obsolete inventory of management, including the possibility of inventory realization and the evaluation of net realizable value, and testing the appropriateness of withdrawing inventory value from the allowance amount of inventory realization.

Please refer to Note 5 and 6 of the consolidated financial statements for the appropriateness of inventory disclosion.

Other Matter – Making Reference to the Audits of Component Auditors

Certain subsidiaries included in the consolidated financial statements were audited by other independent accountants. These subsidiaries’ total assets amounted to NT$486,010 thousand and NT$374,207 thousand, which accounted for 0.96% and 0.89% of the total consolidated assets as of December 31, 2021 and 2020, respectively. The net sales of these subsidiaries amounted to NT$726,593 thousand and NT$587,937 thousand, which accounted for 1.54% and 1.48% of the consolidated net sales for the years ended December 31, 2021 and 2020, respectively. Certain investments, which were accounted for under the equity method based on the financial statements of the investees, were audited by other independent accountants. Our audit, insofar as it relates to the investments accounted for under the equity method balances of NT$178,256 thousand and NT$175,957 thousand, which accounted for 0.35% and 0.42% of the total consolidated assets as of December 31, 2021 and 2020, respectively, and the related shares of investment income from the associates amounted to NT$7,922 thousand and NT$6,753 thousand, which accounted for 0.17% and 0.23% of the consolidated income from continuing operations before income tax for the years ended December 31, 2021 and 2020, respectively, and the related shares of other comprehensive income from the associated amounted to NT$1,821 thousand and NT$6,887 thousand, which accounted for (2.04%) and 7.54% of the consolidated total comprehensive income, for the years ended December 31, 2021 and 2020, respectively, is based solely on the reports of other independent accountants.

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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretation Committee as endorsed and as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company.

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

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and we design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or an override of internal controls.
Obtain an understanding of internal controls 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 internal control of the Company.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. 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 disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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.

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 2021 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s 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.

We have audited and expressed an unqualified opinion on only the parent company’s financial statements of the Company as of and for the years ended December 31, 2021 and 2020, respectively.

Ernst & Young, Taiwan Republic of China March 17, 2022

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated 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 review such consolidated financial statements are those generally accepted and applied in the Republic of China.

English translation of Consolidated Financial Statements Originally issued in Chinese ASIA VITAL COMPONENTS CO., LTD CONSOLIDATED BALANCE SHEETS December 31, 2021 and 2020 (Expressed in thousands of New Taiwan Dollars)

Assets	Notes	December 31, 2021	December 31, 2021	December 31, 2020	December 31, 2020	Liabilities and Equity	Notes	December 31, 2021	December 31, 2021	December 31, 2020	December 31, 2020
		Amount	`％`	Amount	`％`			Amount	`％`	Amount	`％`
Current assets Cash and cash equivalents Financial assets measured at amortized costs, current Notes receivable, net Accounts receivable, net Other receivables Other receivables-related parties Inventories, net Prepayments Other current assets Total current assets Non-current assets Financial assets measured at fair value through other comprehensive income, noncurrent Investments accounted for under the equity method Property, plant and equipment Right-of-use assets Investment property Intangible assets Deferred tax assets Other non-current assets Net defined benefit assets, noncurrent Total non-current assets Total assets	6(1) 6(2), 8 4,6(3) 4,6(4) 6(4).(5) 6(5) 6(6) 6(7) 4,6(8) 6(9) 4, 6(10), 8 4, 6(24) 4, 6(11), 8 6(12) 4, 6(28) 6(13), 8 4, 6(20)	$12,914,811 756,041 743,190 5,526,335 483,194 9,189 15,617,990 1,572,844 1,007,602	25 2 1 11 1 0 31 3 2	$11,108,016 578,286 549,666 5,081,836 458,422 15,812 11,535,314 313,113 889,814	27 1 1 12 1 0 28 1 2	Current liabilities Short-term loans Short-term notes payable Contract liabilities, current Notes payable Accounts payable Other payables Current tax liabilities Lease liabilities, current Other current liabilities Current portion of long-term loans Total current liabilities Non-current liabilities Corporate bonds payable Long-term loans Deferred tax liabilities Lease liabilities-Non current Long-term deferred revenue Net defined benefit liabilities, noncurrent Guarantee deposits Total non-current liabilities Total liabilities Equity attributable to the parent company Capital Common stock Additional paid-in capital Retained earnings Legal reserve Special reserve Undistributed earnings Total retained earnings Other components of equity Total equity attributable to the parent company Non-controlling interests Total equity Total liabilities and equity	6(14) 6(15) 6(22) 6(17) 4, 6(27) 4, 6(23) 6(16) 6(18) 6(16) 4, 6(27) 4, 6(23) 6(19) 4, 6(20) 6(21) 6(21) 6(21) 6(21)	$3,837,377 250,000 2,518 2,894,471 13,484,278 3,736,867 935,439 205,360 1,688,802 940,733	8 0 0 6 27 7 2 0 3 2	$2,452,594 － 80,298 2,463,026 11,313,507 2,914,738 493,153 170,345 1,658,295 1,309,287	6 － 0 6 27 7 1 0 4 3
		38,631,196	76	30,530,279	73
		117,923 224,346 7,711,134 1,852,935 102,496 150,773 878,884 1,193,773 1,647	0 1 15 4 0 0 2 2 0	101,449 216,069 7,773,383 1,733,023 122,467 149,594 827,675 612,672 －	0 1 19 4 0 0 2 1 －			27,975,845	55	22,855,243	54
								2,400,000 2,997,978 1,481,991 1,192,271 722,619 － 9,477	5 6 3 2 1 － 0	2,400,000 2,475,331 1,228,920 1,048,455 755,714 5,233 9,377	6 6 3 2 2 0 0
		12,233,911	24	11,536,332	27			8,804,336	17	7,923,030	19
								36,780,181	72	30,778,273	73
								3,533,101 1,260,103 1,057,847 1,326,487 6,680,820	7 3 2 3 13	3,533,101 1,601,099 865,492 1,402,573 4,500,820	8 4 2 3 11
								9,065,154	18	6,768,885	16
								(1,445,059)	(3)	(1,326,487)	(3)
								12,413,299 1,671,627	25 3	10,576,598 711,740	25 2
								14,084,926	28	11,288,338	27
		$50,865,107	100	$42,066,611	100			$50,865,107	100	$42,066,611	100

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

English translation of Consolidated Financial Statements originally issued in Chinese ASIA VITAL COMPONENTS CO., LTD

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2021 and 2020

(Expressed in thousands of New Taiwan Dollars, except for earnings par share)

Items	Notes	2021		2020	2020
		Amount	`％`	Amount	`％`
Operating Revenue Operating costs Gross profit Operating expenses Sales and marketing expenses General and administrative expenses Research and development expenses Expected credit impairment (losses) gains Subtotal Operating income Non-operating income and expenses Interest income Other income Other gains and losses Finance costs Share of profit or loss of associates Subtotal Income before income tax Income tax expense Net income Other comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss: Remeasurements of defined benefit pension plans Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income Income tax related to items that will not be reclassified Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of foreign operations Share of other comprehensive income (loss) of associates Income tax related to items that may be reclassified subsequently Total other comprehensive loss, net of tax Total comprehensive income Net income attributable to: Stockholders of the parent Non-controlling interests Comprehensive income (loss) attributable to: Common Stockholders of the parent Non-controlling interests Earnings per share (NTD) Earnings per share-basic Earnings per share-diluted	4,6(22) 6(23).(24), 7 6(23).(24) 6(25) 6(25) 6(25) 6(25) 4,6(9) 6(27) 6(26) 4, 6(28)	$47,332,739 (38,947,058)	100 (82)	$39,665,534 (33,433,811)	100 (84)
		8,385,681	18	6,231,723	16
		(631,902) (553,628) (2,364,731) (8,371)	(2) (1) (5) (0)	(589,645) (452,884) (1,929,062) 19,467	(2) (1) (5) 0
		(3,558,632)	(8)	(2,952,124)	(8)
		4,827,049	10	3,279,599	8
		26,391 339,975 (296,070) (146,049) 16,751	0 1 (1) (0) 0	34,725 356,931 (564,762) (186,050) 12,459	0 1 (1) (1) 0
		(59,002)	(0)	(346,697)	(1)
		4,768,047 (1,438,153)	10 (3)	2,932,902 (858,202)	7 (2)
		3,329,894	7	2,074,700	5
		5,348 32,638 (1,069) (143,739) 2,210 15,417	0 0 (0) (0) 0 0	602 16,808 (120) 71,773 5,137 (2,870)	0 0 (0) 0 0 (0)
		(89,195)	(0)	91,330	0
		$3,240,699	7	$2,166,030	5
		$2,900,627 429,267	6 1	$1,915,846 158,854	5 0
		$3,329,894	7	$2,074,700	5
		$2,813,655 427,044	6 1	$1,998,191 167,839	5 0
		$3,240,699	7	$2,166,030	5
		$8.21		$5.42
		$8.18		$5.40

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

English translation of Consolidated Financial Statements originally issued in Chinese ASIA VITAL COMPONENTS CO. , LTD CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2021 and 2020 (Expressed in thousands of New Taiwan Dollars)

Items				Equity Attributable	to the Parent Compan	y			Non-Controlling Interests	Total Equity
	Capital	Additional Paid-in Capital		Retained Earnings		Other Comp	onents of Equity	Total
	Common Stock		Legal Reserve	Special Reserve	Unappropriated Earnings	Exchange Differences on Translation of Foreign Operations	Unrealized Gains (Losses) From Equity Instruments Investments Measured At Fair Value Through Other Comprehensive Income
Balance as of January 1, 2020 Appropriation and distribution of 2019 retained earnings Legal reserve Special reserve Cash dividends Donation from shareholders Net income for the year ended December 31, 2020 Other comprehensive income (loss), net of tax for the year ended December 31, 2020 Total comprehensive income (loss)	$3,533,101 － $3,533,101 $3,533,101 － $3,533,101	$1,540,817 260	$769,695 95,797	$995,284 407,289	$3,539,661 (95,797) (407,289) (459,303) 1,915,846 482	($1,063,568) 65,055	($339,005) 16,808	$8,975,985 －－ (459,303) 260 1,915,846 82,345	$357,925 158,854 8,985	$9,333,910 －－ (459,303) 260 2,074,700 91,330
		－	－	－	1,916,328	65,055	16,808	1,998,191	167,839	2,166,030
		60,022			7,220	1,443	(7,220)	－ 61,465 －	161,762 24,214 －	161,762 85,679 －
Increase in non-controlling interests
Difference between the actual acquisition or disposal price and carrying amounts of subsidiaries Disposal of equity investments at fair value through other comprehensive income Balance as of December 31, 2020 Balance as of January 1, 2021 Appropriation and distribution of 2020 retained earnings Legal reserve Cash dividends Special reserve reversed Cash dividends distributed from capital surplus Net income for the year ended December 31, 2021 Other comprehensive income (loss), net of tax for the year ended December 31, 2021 Total comprehensive income (loss) Increase in non-controlling interests Difference between the actual acquisition or disposal price and carrying amounts of subsidiaries Disposal of equity investments at fair value through other comprehensive income Balance as of December 31, 2021
		$1,601,099	$865,492	$1,402,573	$4,500,820	($997,070)	($329,417)	$10,576,598	$711,740	$11,288,338
		$1,601,099 (353,310)	$865,492 192,355	$1,402,573 (76,086)	$4,500,820 (192,355) (635,958) 76,086 2,900,627 4,279	($997,070) (123,889)	($329,417) 32,638	$10,576,598 － (635,958) － (353,310) 2,900,627 (86,972)	$711,740 429,267 (2,223)	$11,288,338 － (635,958) － (353,310) 3,329,894 (89,195)
		－	－	－	2,904,906	(123,889)	32,638	2,813,655	427,044	3,240,699
		12,314			27,321		(27,321)	－ 12,314 －	545,157 (12,314) －	545,157 －－
		$1,260,103	$1,057,847	$1,326,487	$6,680,820	($1,120,959)	($324,100)	$12,413,299	$1,671,627	$14,084,926

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

English translation of Consolidated Financial Statements originally issued in Chinese ASIA VITAL COMPONENTS CO., LTD CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2021 and 2020 (Expressed in thousands of New Taiwan Dollars)

English translation of Consolidated Financial Statements originally issued ASIA VITAL COMPONENTS CO., LTD CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2021 and 2020 (Expressed in thousands of New Taiwan Dollars)	in Chinese
Items	2021	2020
Cash flows from operating activities: Net income before tax Adjustments to reconcile net income before tax to net cash provided by operating activities: Income and expanse adjustments : Depreciation Amortization Amortization of royalty Expected credit losses (profit) Interest expense Interest income Dividend revenue Compensation costs of share-based payment transaction Share of (profit) of associates Loss on disposal of property, plant and equipment (Gain) loss on disposal of investments Impairment loss on non-financial assets Others Changes in operating assets and liabilities: Notes receivable Accounts receivable Other receivables Other receivables-related parties Inventories Prepayments Other current assets Other operation assets Contract liabilities Notes payable Accounts payable Other payables Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash provided by operating activities Cash flows from investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Disposal of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) in refundable deposits Acquisition of intangible assets (Increase) decrease in other noncurrent assets-others (Increase) in other prepayments Dividends received Net cash (used) in investing activities Cash flows from financing activities: Increase in short-term loans (Decrease) in short-term loans (Decrease) increase in short-term notes payable Increase in corporate bonds payable Proceeds from long-term loans Repayments of long-term loans Increase (decrease) in guarantee deposits Repayment of lease liabilites Cash dividends Disposal of equity of subsidiariess (not lossing of control) Change in non-controlling interests Net cash provided in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year	$4,768,047 1,517,008 58,650 876 8,371 146,049 (26,391) － 4,053 (16,751) 124,786 (1,599) 103,124 594,199 (193,113) (546,846) 69,298 6,623 (4,696,091) (1,259,731) (117,788) (177,755) (77,780) 431,445 2,170,771 822,123 30,507 (1,532) 3,740,553 26,406 (146,043) (779,657) 2,841,259 ($17,726) 32,907 (250,296) 251,509 － (1,566,757) 26,791 (14,082) (61,170) (198,182) (370,132) 7,595 (2,159,543) 11,722,034 (10,332,873) 250,000 － 2,863,600 (2,709,507) 100 (186,393) (989,268) － 541,104 1,158,797 (33,718) 1,806,795 11,108,016 $12,914,811	$2,932,902 1,184,614 49,035 2,417 (19,467) 186,050 (34,725) (763) 9,450 (12,459) 116,010 823 255,563 225,818 1,509 3,148,501 (55,673) 8,255 (3,542,553) 121,510 (151,951) (228,946) 64,195 364,392 555,005 249,785 218,495 (1,547) 5,646,245 34,725 (187,009) (624,379) 4,869,582 － $22,220 (128,402) 130,482 64,680 (2,407,497) 142,839 (12,459) (57,952) 103,038 (21,372) 10,558 (2,153,865) 12,310,434 (11,768,151) (100,000) 2,400,000 7,369,896 (9,496,111) (9,634) (139,977) (459,303) 85,692 152,312 345,158 (107,415) 2,953,460 8,154,556 $11,108,016

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

Independent Auditors’ Report

To ASIA VITAL COMPONENTS CO., LTD

Opinion

We have audited the accompanying parent company only balance sheets of ASIA VITAL COMPONENTS CO., LTD (the “Company”) as of December 31, 2021 and 2020, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2021 and 2020, and notes to the parent company only financial statements, including the summary of significant accounting policies (together “the parent company only financial statements”).

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 (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, 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 most significant in our audit of 2021 parent company only financial statements. 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.

1. Cutoff of warehouse sales revenue

The Company’s sales revenue mainly arises from warehouse sales revenue, which is recognized when customers take delivery merchandised from warehouse (when control of the product is transferred). For the accounting policies on revenue recognition, refer to Note 4(17). The supporting documents of revenue recognition include reports or other information provided by warehouse custodians and inventory movement records of warehouse. The Company has several warehouses around the world and each warehouse has its own custodian. Further, the frequency and contents of statements provided by custodians are different and involves manual processes which may cause improper revenue recognition. As there are numerous daily sales transactions from the distribution warehouse and the transaction amounts before and after the balance sheet date are significant to the parent company financial statements, we consider the cutoff of sales revenue from distribution warehouse a key audit matter.

Our audit procedure including but not limited to timing of revenue recognition based on trade terms to ensure the appropriateness of sales revenue recognition. Assessed and checked the appropriateness of cutoff of sales revenue around the balance sheet date, and verified the statements provided by the warehouse custodian. Confirmed the inventory quantities with warehouse custodian and agreed the results to accounting records. In addition, inspected the reason for the difference between the confirmation replies and accounting records and tested the reconciling items made by the Company in order to confirm whether the significant differences have been adjusted.

Please refer to Note 4 and 6 of parent company only financial statements for the revenue recognized disclosion.

2. Valuation for inventories

As of December 31, 2021, the Company’s net inventories amounted to NT$ 7,427,232 thousand, constituting 22% of parent company total assets which is significant for the financial statements. The allowance for reduction of obsolete inventory due to the uncertainty caused by the rapid change of product technology is closely related to the management’s judgement. Therefore, we considered this a key audit matter.

Please refer to Note 5 and 6 of parent company only financial statements for the appropriateness of inventory disclosion.

Other Matter – Making Reference to the Audits of Component Auditors

We did not audit the financial statements of certain subsidiaries and associates accounted for under the equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the reports of other auditors. These subsidiaries and associates under equity method amounted to NT$340,525 thousand and NT$299,668 thousand, representing 1.01% and 1.03% of total assets as of December 31, 2021 and 2020, respectively. The related shares of profits (loss) from the subsidiaries and associates under the equity method amounted to NT$50,955 thousand and NT$31,581 thousand, representing 1.44% and 1.37% of the income before tax for the years ended December 31, 2021 and 2020, respectively, and the related shares of other comprehensive income (loss) from the subsidiaries and associates under the equity method amounted to NT$389 thousand and (NT$1,750) thousand, representing (0.45%) and 2.13% of the comprehensive income (loss) for the years ended December 31, 2021 and 2020, respectively.

Responsibilities of Management and Those Charged with Governance for 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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretation Committee as endorsed and 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 ability to continue as a going concern of the Company, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company.

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 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 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.

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, and we design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or an override of internal controls.
Obtain an understanding of internal controls 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 internal control of the Company.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. 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 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 auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2021 parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditor’s 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.

Ernst & Young, Taiwan Republic of China March 17, 2022

Notice to Readers

The accompanying parent company only 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 review such parent company only financial statements are those generally accepted and applied in the Republic of China.

Accordingly, the accompanying parent company only 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. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

English translation of Parent Company Only Financial Statements Originally issued in Chinese

ASIA VITAL COMPONENTS CO., LTD PARENT COMPANY ONLY BALANCE SHEETS December 31, 2021 and 2020

(Expressed in thousands of New Taiwan Dollars)

Assets	Notes	December 31, 2021	December 31, 2021	December 31, 2020	December 31, 2020	Liabilities and Equity	Notes	December 31, 2021	December 31, 2021	December 31, 2020	December 31, 2020
		Amount	`％`	Amount	`％`			Amount	`％`	Amount	`％`
Current assets Cash and cash equivalents Financial assets measured at amortized costs, current Accounts receivable, net Accounts receivable-related parties, net Other receivables Other receivables-related parties Inventories, net Prepayments Other current assets Total current assets Non-current assets Financial assets at fair value through other comprehensive income, noncurrent Investments accounted for using the equity method Property, plant and equipment Right-of-use assets Investment property,net Intangible assets Deferred tax assets Other non-current assets Net defined benefit assets, noncurrent Total non-current assets Total assets	6(1) 6(2), 8 4, 6(3) 4, 6(3), 7 6(3).(4) 6(4) 6(5) 6(6) 4,6(7) 4, 6(8), 8 4, 6(20) 4, 6(9), 8 4, 6(10) 4, 6(24) 6(11), 8 4, 6(17)	$4,766,941 419,408 2,432,101 95,162 365,887 583,449 7,427,232 61,780 7,481	14 2 7 0 1 2 22 0 0	$5,069,376 279,788 2,047,227 161,471 348,229 11,313 5,521,393 24,201 6,227	17 1 7 1 1 0 19 0 0	Current liabilities Short-term loans Short-term notes and bills payable Notes payable Accounts payable Accounts payable-related parties, net Other payables Other payables-related parties, net Current tax liabilities Lease liabilities-Current Other current liabilities Current portion of long-term loans Total current liabilities Non-current liabilities Corporate bonds payable Long-term loans Deferred tax liabilities Lease liabilities-Non current Net defined benefit liabilities, noncurrent Guarantee deposits Total non-current liabilities Total liabilities Equity attributable to the parent company Capital Common stock Additional paid-in capital Retained earnings Legal reserve Special reserve Undistributed earnings Total retained earnings Other components of equity Total equity Total liabilities and equity	6(12) 6(13) 7 6(14) 4, 6(24) 4, 6(20) 6(16) 6(15) 6(16) 4, 6(24) 4, 6(20) 4, 6(17) 6(18) 6(18) 6(18)	$1,900,000 250,000 37,010 681,549 8,261,844 1,165,307 24,699 662,459 9,528 1,206,322 848,000	6 1 0 2 25 3 0 2 0 3 3	$700,000 － 25,924 548,397 7,591,758 800,171 8,383 370,142 6,752 1,216,385 1,309,287	2 － 0 2 26 3 0 1 0 4 5
		16,159,441	48	13,469,225	46
		17,726 15,985,300 565,023 32,128 32,871 49,537 735,324 46,982 1,647	0 48 2 0 0 0 2 0 0	2,423 14,413,781 434,590 21,100 51,871 55,026 695,853 27,431 －	0 50 2 0 0 0 2 0 －
								15,046,718	45	12,577,199	43
								2,400,000 2,483,111 1,258,612 23,373 － 866	7 7 4 0 － 0	2,400,000 2,475,331 1,121,150 14,863 5,233 926	8 9 4 0 0 0
								6,165,962	18	6,017,503	21
		17,466,538	52	15,702,075	54			21,212,680	63	18,594,702	64
								3,533,101 1,260,103 1,057,847 1,326,487 6,680,820	10 4 3 4 20	3,533,101 1,601,099 865,492 1,402,573 4,500,820	12 6 3 5 15
								9,065,154	27	6,768,885	23
								(1,445,059)	(4)	(1,326,487)	(5)
								12,413,299	37	10,576,598	36

		$33,625,979	100	$29,171,300	100			$33,625,979	100	$29,171,300	100

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

English translation of Parent Company Only Financial Statements originally issued in Chinese ASIA VITAL COMPONENTS CO., LTD

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2021 and 2020

(Expressed in thousands of New Taiwan Dollars, except for earnings par share)

Items	Notes	2021		2020	2020
		Amount	`％`	Amount	`％`
Operating Revenue Operating costs Gross profit Unrealized gross (profit) Realized gross profit Gross profit, net Operating expenses Sales and marketing expenses General and administrative expenses Research and development expenses Expected credit impairment (losses) gains Subtotal Operating income Non-operating income and expenses Interest income Other income Other gains and losses Finance costs Share of profit or loss of subsidiaries and associates Subtotal Income from continuing operations before income tax Income tax expense Net income Other comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss: Remeasurements of defined benefit pension plans Unrealized gains (losses) from equity instruments investments measured Income tax related to items that will not be reclassified Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of foreign operations Share of other comprehensive income (loss) of associates Income tax related to items that may be reclassified subsequently Total other comprehensive loss, net of tax Total comprehensive income Earnings per share (NTD) Earnings per share-basic Earnings per share-diluted	4,6(19), 7 6(21), 7 6(20).(21) 6(22) 6(22) 6(22) 6(22) 4,6(7) 6(24) 6(23) 6(25)	$30,872,961 (27,623,044)	100 (89)	$25,269,916 (22,837,254)	100 (90)
		3,249,917	11	2,432,662	10
		(29) 85	(0) 0	(85) 472	(0) 0
		3,249,973	11	2,433,049	10
		(243,430) (261,039) (738,221) (2,377)	(1) (1) (2) (0)	(250,986) (216,844) (618,395) 24,364	(1) (1) (2) 0
		(1,245,067)	(4)	(1,061,861)	(4)
		2,004,906	7	1,371,188	6
		5,973 105,032 12,518 (69,823) 1,488,528	0 0 0 (0) 5	4,333 135,753 5,159 (95,831) 878,501	0 1 0 (0) 3
		1,542,228	5	927,915	4
		3,547,134 (646,507)	12 (2)	2,299,103 (383,257)	10 (2)
		2,900,627	10	1,915,846	8
		5,348 32,638 (1,069) (139,695) 389 15,417	0 0 (0) (0) 0 0	602 16,808 (120) 69,675 (1,750) (2,870)	0 0 (0) 0 (0) (0)
		(86,972)	(0)	82,345	0
		$2,813,655	10	$1,998,191	8
		$8.21		$5.42
		$8.18		$5.40

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

English translation of Parent Company Only Financial Statements originally issued in Chinese ASIA VITAL COMPONENTS CO. , LTD PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2021 and 2020 (Expressed in thousands of New Taiwan Dollars)

Items	Capital	Additional Paid-in Capital		Retained Earnings		Other Compo	nents of Equity	Total Equity
	Common Stock		Legal Reserve	Special Reserve	Unappropriated Earnings	Exchange Differences on Translation of Foreign Operations	Unrealized Gains (Losses) From Equity Instruments Investments Measured At Fair Value Through Other Comprehensive Income
Balance as of January 1, 2020 Appropriation and distribution of 2019 retained earnings Legal reserve Special reserve Cash dividends Donation from shareholders Net income for the year ended December 31, 2020 Other comprehensive income (loss), net of tax for the year ended December 31, 2020 Total comprehensive income (loss) Difference between the actual acquisition or disposal price and carrying amounts of subsidiaries Disposal of equity investments at fair value through other comprehensive income Balance as of December 31, 2020 Balance as of January 1, 2021 Appropriation and distribution of 2020 retained earnings Legal reserve Cash dividends Special reserve reversed Cash dividends distributed from capital surplus Net income for the year ended December 31, 2021 Other comprehensive income (loss), net of tax for the year ended December 31, 2021 Total comprehensive income (loss) Difference between the actual acquisition or disposal price and carrying amounts of subsidiaries Disposal of equity investments at fair value through other comprehensive income Balance as of December 31, 2021	$3,533,101 － $3,533,101 $3,533,101 － $3,533,101	$1,540,817 260	$769,695 95,797	$995,284 407,289	$3,539,661 (95,797) (407,289) (459,303) 1,915,846 482	($1,063,568) 65,055	($339,005) 16,808	$8,975,985 －－ (459,303) 260 1,915,846 82,345
		－	－	－	1,916,328	65,055	16,808	1,998,191
		60,022			7,220	1,443	(7,220)	61,465 －
		$1,601,099	$865,492	$1,402,573	$4,500,820	($997,070)	($329,417)	$10,576,598
		$1,601,099 (353,310)	$865,492 192,355	$1,402,573 (76,086)	$4,500,820 (192,355) (635,958) 76,086 2,900,627 4,279	($997,070) (123,889)	($329,417) 32,638	$10,576,598 － (635,958) － (353,310) 2,900,627 (86,972)
		－	－	－	2,904,906	(123,889)	32,638	2,813,655
		12,314			27,321		(27,321)	12,314 －
		$1,260,103	$1,057,847	$1,326,487	$6,680,820	($1,120,959)	($324,100)	$12,413,299

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

English translation of Parent Company Only Financial Statements originally issued in Chinese ASIA VITAL COMPONENTS CO., LTD

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the years ended December 31, 2021 and 2020

(Expressed in thousands of New Taiwan Dollars)

Items	2021	2020
Cash flows from operating activities: Net income before tax Adjustments to reconcile net income before tax to net cash provided by operating activities: Income and expanse adjustments : Depreciation Amortization Amortization of royalty Expected credit losses (profit) Interest expense Interest income Dividend revenue Compensation costs of share-based payment transaction Share of profit of subsidiaries and associates Loss (gain) on disposal of property, plant and equipment Unrealized gross profit Realized gross (profit) Others Changes in operating assets and liabilities: Notes receivable Accounts receivable Accounts receivable-related parties Other receivables Other receivables-related parties Inventories Prepayments Other current assets Other operation assets Notes payable Accounts payable Accounts payable-related parties Other payables Other payables-related parties Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash provided by operating activities Cash flows from investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of investments accounted for using the equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) in refundable deposits Acquisition of intangible assets (Increase) in noncurrent assets-others Dividends received Net cash (used) in investing activities Cash flows from financing activities: Increase in short-term loans (Decrease) in short-term loans Increase (decrease) in short-term notes and bills payable Increase in corporate bonds payable Proceeds from long-term loans Repayments of long-term loans (Decrease) in guarantee deposits Repayment of lease liabilities Cash dividends Disposal of equity of subsidiariess (not lossing of control) Net cash (used) in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year	$3,547,134 # # 91,142 25,119 877 2,377 69,823 (5,973) －－ (1,488,528) 993 29 (85) 131,480 － (479,380) 66,309 74,473 (570,862) (2,037,319) (37,579) (1,254) (139,620) 11,086 133,152 670,086 364,995 16,316 (10,063) (1,532) 433,196 4,712 (69,682) (241,867) 126,359 ($17,726) 32,907 (288,686) (198,906) 3,796 (10,439) (20,507) (9,113) 80,915 (427,759) 5,850,000 (4,650,000) 250,000 2,250,000 (2,703,507) (60) (8,200) (989,268) － (1,035) (302,435) 5,069,376 $4,766,941	$2,299,103 66,975 27,571 2,417 (24,363) 95,831 (4,333) (763) 1,776 (878,501) (2,132) 85 (472) (35,435) 261 2,976,602 171,026 (96,084) 41,812 (1,874,956) (15,120) 8,734 (264,098) (1,566) 200,265 (34,876) (7,787) (14,875) 179,700 (1,547) 2,815,250 4,333 (96,661) (159,843) 2,563,079 － $22,220 (253,411) (107,998) 18,755 (41) (31,364) (2,908) 3,463 (351,284) 5,650,000 (5,580,000) (100,000) 2,400,000 7,369,896 (9,496,111) (11,040) (5,991) (459,303) 85,692 (146,857) 2,064,938 3,004,438 $5,069,376

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

Appendix 4 Earnings Distribution Proposal 2021

ASIA VITAL COMPONENTS CO., LTD. Earnings Distribution Proposal of 2021

Unit: NT dollars

Earnings Distribution Proposal	of 2021	Unit: NT dollars
Items	Subtotal	Total
Undistributed profits in the early period of 2021 Addition: Net income of 2021 Equity in other comprehensive income or loss disposed of at fair value Other comprehensive income (note 1) Subtotal Items to be listed: Subtraction: to list the Legal Reserve (10%) (note 2) Subtraction: to allocate special Legal Reserve (note 3) Subtotal of earnings to be distributed this year Distribution items: Dividends of shareholders—Cash (Distribution of NT$3.3 per share) Undistributed profits in the ending period	2,900,626,828 27,321,969 4,278,520 -293,222,732 -118,571,646	3,748,592,100 2,932,227,317
		6,680,819,417 -411,794,378
		6,269,025,039 -1,165,923,518
		5,103,101,521

Note.1: This is the difference in pension arising from the Actuaries Report. Recalculated sum of the welfare plan is included in the accounting record.
Note.2: Calculation of the allocated Legal Reserve and the Ratio is as follows: 2,932,227,317×10%=293,222,732
Note.3: According to the regulations of the Financial Supervisory Commission (Taiwan), when distributing distributable surplus, the net deduction of other shareholders ’equity should be accounted for in the current year. The special surplus reserve of the same amount from the current profit and loss and the previous undistributed surplus shall be the previous accumulation for the amount of other shareholders ’equity deductions, the same amount of special surplus reserve shall not be distributed from the previous undistributed surplus; however, if the company has made a special surplus reserve in accordance with the provisions of the preceding paragraph, The difference of net deductions of the amount and other equity shall be included in the special surplus reserve.
Note.4: The sum of distributed profits in the period is NT$ 1,165,923,518 dollars (distribution of earnings in 2021 shall be completed first)

Chairperson: Shen, Ching Hang. General Manager: Shen, Ching Hang Accounting Officer: Lin, Shu Hua

Appendix 5 Before and After Amendments to the Articles of Incorporation

ASIA VITAL COMPONENTS CO., LTD. Before and After Amendments to the Articles of Incorporation

The currentprovision	The Amendment Article	Remarks
Article 6 The total capital amount of the Company shall be six billion New Taiwan Dollars (NT$6,000,000,000), divided into 600 million (600,000,000) shares, at a par value of ten Net Taiwan Dollars (NT$10) per share, and may be issued separately. An amount of point 1 billion New Taiwan Dollar (NT$100,000,000) out of the aforesaid capital is revised to serve as subscription warrants for employees, divided into ten million (10,000,000) shares at par value of ten New Taiwan Dollars (NT$10) per share and by issued separately according to the resolution of the Board of Directors.	Article 6 The total capital amount of the Company shall be six billion New Taiwan Dollars (NT$6,000,000,000), divided into 600 million (600,000,000) shares, at a par value of ten Net Taiwan Dollars (NT$10) per share, and may be issued separately. An amount of point3 billionNew Taiwan Dollar (NT$300,000,000)out of the aforesaid capital is revised to serve as subscription warrants for employees, divided into thirty million (30,000,000) shares at par value of ten New Taiwan Dollars (NT$10) per share and by issued separately according to the resolution of the Board of Directors.	Increase in the amount of employee stock options
Article 9 Shareholders’ meetings of the Corporation are of two types, including regular meetings and interim meetings. Regular meetings shall be convened by the Board of Directors within six months after the close of each fiscal year. Interim meetings shall be convened in accordance with the relevant laws, rules, and regulations when necessary.	Article 9 Shareholders’ meetings of the Corporation are of two types, including regular meetings and interim meetings. Regular meetings shall be convened by the Board of Directors within six months after the close of each fiscal year. Interim meetings shall be convened in accordance with the relevant laws, rules, and regulations when necessary. The Company's shareholders'meetings may be held by video conference or by using other means announced by the Ministry of Economy.	Additional shareholders' meetings may be held by video.
Article 32 These Articles of Incorporation were enacted on December 2nd, 1991 and amended on March 31st, 1994 for the first time, on March 13th, `：` `：` on June 13th2019 for the thirtieth amendment.	Article 32 These Articles of Incorporation were enacted on December 2nd, 1991 and amended on March 31st, 1994 for the first time, on March 13th, `：` `：` on June 13th2019 for the thirtieth amendment,on June 17th2022 for the thirty-first time.	Add revision date

Appendix 6 Comparison of Before and After Amendments to the Procedures for

ASIA VITAL COMPONENTS CO., LTD.

Comparison of Before and After Amendments to the Procedures for Election of Directors

The currentprovision	The Amendment Article	Remarks
Article 5 Elections of both directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. In order to examine the qualifications of the candidates for director, their academic background and whether they have any of the matters listed in Article 30 of the Company Act, no additional documentary proof of qualifications shall be added arbitrarily, and the results of the examination shall be provided to the shareholders for reference in order to elect suitable directors. When the number of directors falls below five due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation’s articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies. When the number of independent directors falls below that required under the provision of Article 14-2,paragraph 1 of the Securities and Exchange Act, or the related provisions of the Taiwan Stock Exchange Corporation rules governing the review of listings, or subparagraph 8 of the Standards for Determining Unsuitability for GTSM Listing under Article 10, Paragraph 1 of the GreTai	Article 5 Elections of both directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. When the number of directors falls below five due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation’s articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies. When the number of independent directors falls below that required under the provision of Article 14-2.	To cooperate with the law to amend

The currentprovision	The Amendment Article	Remarks
Securities Market Rules Governing the Review of	When the independent directors are dismissed, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
Securities for Trading on the GTSM, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
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 both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.	(This section is deleted)	To cooperate with the law to amend
Article11 A ballot is invalid under any of the following circumstances: 1. The ballot was not prepared by the board of directors. 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	Article10 A ballot is invalid under any of the following circumstances: 1. The ballot was not prepared by the those who have the right to convene a meeting. 2. A blank ballot is placed in the ballot box. 3. The writing is unclear and indecipherable or has been altered. 4. The names of the nominees do not match with the list of director candidates.	To cooperate with the law to amend

The currentprovision		The Amendment Article	Remarks
not conform with those given in the shareholder register, or 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. Other words or marks are entered in addition to the candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted. The name of the candidate 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.	5.	Other words or marks are entered in addition to the number of voting rights allotted.
Article12 The voting rights shall be calculated on site immediately after the end of the poll, and the chair shall announce on the site the list of persons elected as directors. 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 Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.	Article11 The voting rights shall be calculated on site immediately after the end of the poll, and the chairor his designeeshall announce on the site the list of persons elected as directors. 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 Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.		To cooperate with the law to amend and adjust the article number
Article13 The board of directors of this Corporation shall issue notifications to the persons elected as directors.	Article12 The board of directors of this Corporation shall issue notifications to the persons elected as directors.		adjust the article number
Article14 These Procedures and any amendments hereto, shall be implemented after approval by a shareholders meeting.	Article13 These Procedures and any amendments hereto, shall be implemented after approval by a shareholders meeting.		adjust the article number

Appendix 7 Comparison of before and after the amendment of the procedures for

the acquisition or disposal of assets ASIA VITAL COMPONENTS CO., LTD. Comparison of before and after the amendment of the procedures for the acquisition or disposal of assets

The currentprovision		The Amendment Article
Article 4 Should any of the following conditions of acquiring or handling assets occurs, the Company needs to make a "Announcement and Report" accordingly within two days commencing immediately from the Date of occurrence of the Event. 1. Acquisition of real estate from or to a Related Party, or acquisition or disposal of assets other than real estate from or to a Related Party where the transaction amount reaches 20% or more of paid-in capital, 10% or more of the Company's total assets, or NT$300 million or more; provided, however, that this shall not apply to the trading of government bonds or bonds under repurchase and resale agreements and the purchase or redemption of domestic money market funds in Taiwan; 2. Merger, demerger, acquisition or transfer of share; 3. When there is an asset transaction other than any such transactions referred to in the preceding two subparagraphs, which reaches 20% or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: (1) Trading of government bonds. (2) Trading of bonds under repurchase/resale agreements and the purchase or redemption of domestic money market funds in Taiwan. (3) Where the type of asset acquired or disposed is equipment for business use, the trading counterparty is not a Related Party, and the transaction amount is less than NT$1 billion. (4) Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housingunits, joint construction and		Article 4 Should any of the following conditions of acquiring or handling assets occurs, the Company needs to make a "Announcement and Report" accordingly within two days commencing immediately from the Date of occurrence of the Event. 1. Acquisition of real estate from or to a Related Party, or acquisition or disposal of assets other than real estate from or to a Related Party where the transaction amount reaches 20% or more of paid-in capital, 10% or more of the Company's total assets, or NT$300 million or more; provided, however, that this shall not apply to the trading of government bonds or bonds under repurchase and resale agreements and the purchase or redemption of domestic money market funds in Taiwan; 2. Merger, demerger, acquisition or transfer of share; 3. When there is an asset transaction other than any such transactions referred to in the preceding two subparagraphs, which reaches 20% or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: (1) Trading of government bondsor foreign bonds with credit ratings not lower than the sovereign rating of our country. (2) Trading of bonds under repurchase/resale agreements and the purchase or redemption of domestic money market funds in Taiwan. (3) Where the type of asset acquired or disposed is equipment for business use, the trading counterparty is not a Related Party, and the transaction amount is less than NT$1 billion. (4) Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housingunits, joint construction and

The current provision The Amendment Article allocation of ownership percentages, or joint allocation of ownership percentages, or joint construction and separate sale, and the amount construction and separate sale, and the amount the Company expects to invest in the the Company expects to invest in the transaction is less than NT$500 million (based transaction is less than NT$500 million (based on the Company’s forecasted amount of on the Company’s forecasted amount of investment). investment). The amount of transactions above shall be The amount of transactions above shall be calculated as follows: calculated as follows: 1. The amount of any individual transaction. 1. The amount of any individual transaction. 2. The cumulative transaction amount of 2. The cumulative transaction amount of acquisitions and disposals of the same type of acquisitions and disposals of the same type of underlying assets with the same trading underlying assets with the same trading counterparty within the preceding year. counterparty within the preceding year. 3. The cumulative transaction amount of real 3. The cumulative transaction amount of real estate acquisitions and disposals (cumulative estate acquisitions and disposals (cumulative acquisitions and disposals, respectively) within acquisitions and disposals, respectively) within the same development project within the the same development project within the preceding year. preceding year. 4. The cumulative transaction amount of 4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the acquisitions and disposals, respectively) of the same security within the preceding year. same security within the preceding year. "Within the preceding year" as used in the "Within the preceding year" as used in the preceding paragraph refers to the year preceding paragraph refers to the year preceding the date of occurrence of the current preceding the date of occurrence of the current transaction. Items duly announced in transaction. Items duly announced in accordance with these Regulations need not be accordance with these Regulations need not be counted toward the transaction amount. counted toward the transaction amount.

Article 6 Evaluation Procedures of acquisition or disposal of assets are as below:

The Except transactions with government institutions, contracting third parties to construct on land owned or rented by the Company, or acquisition of equipment for operation purpose, for acquisition or disposal of real estate or equipment by the Company whose amount reaches 20% of the Company's paid-in capital or NT$300 million, an appraisal report issued by a Professional Appraiser shall be obtained prior to the Date of the Event and the following provisions should be complied with:
(1) If for any special reason, restricted price, specific price, or special price must be used

Article 6 Evaluation Procedures of acquisition or disposal of assets are as below:

The Except transactions with government institutions, contracting third parties to construct on land owned or rented by the Company, or acquisition of equipment for operation purpose, for acquisition or disposal of real estate or equipment by the Company whose amount reaches 20% of the Company's paid-in capital or NT$300 million, an appraisal report issued by a Professional Appraiser shall be obtained prior to the Date of the Event and the following provisions should be complied with:
(1) If for any special reason, restricted price, specific price, or special price must be used

The current provision
as a reference for the transaction price, the transaction should be approved by the Board in advance. The above procedures should also be followed in case the transaction terms are changed subsequently.
(2) Where the discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount, 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 perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price. The transaction price is the benchmark for comparison.
(3) If the transaction price is over NT$1 billion, the Company should retain at least two Professional Appraisers to perform the appraisal. 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, when the discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation ("ARDF") and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price.
(4) No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract
The Amendment Article
as a reference for the transaction price, the transaction should be approved by the Board in advance. The above procedures should also be followed in case the transaction terms are changed subsequently.
(2) Where the discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount, 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. The accountants should be asked to express specific opinions on the reasons for the differences and the fairness of the transaction prices. The discrepancy and the appropriateness of the transaction price. The transaction price is the benchmark for comparison.
(3) If the transaction price is over NT$1 billion, the Company should retain at least two Professional Appraisers to perform the appraisal. 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, when the discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount. A certified public accountant shall be render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price.
(4) No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract

The current provision
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.
The Company acquiring or disposing of securities shall, prior to the Date of the Event, obtain the latest financial statements of the object company audited or reviewed by certified public accountant for the assessment and reference of transaction price. Should the transaction price reach 20% of the Company's paid-in capital or NT$300 million, opinions in respect of a rational transaction price have to be sought from a certified public accountant prior to the Date of the Event. If the CPA needs to use the report of an expert as evidence, the CPA shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. These requirements are not applicable if such securities have a public price from an active market or where otherwise provided by regulations of the authorities.
Except for transactions with government institutions, if the Company's acquisition or disposal of membership or intangible assets reaches 20% of the Company's paid-in capital or NT$300 million, opinions in respect of a rational transaction price shall be sought from certified public accountant prior to the Date of the Event. Certified public accountant shall handle the matter in accordance with the provision of Auditing Standard No. 20 published by the ROC Accounting Research and Development Foundation (“ARDF”).
The Company for acquisition or disposal of assets through auction procedures of courts, the appraisal report or certified public accountant's opinion can be replaced by documents issued by the courts.
Any Professional Appraiser and its appraisal personnel, certified public accountants, lawyers, or securities underwriters whom
The Amendment Article
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.
The Company acquiring or disposing of securities shall, prior to the Date of the Event, obtain the latest financial statements of the object company audited or reviewed by certified public accountant for the assessment and reference of transaction price. Should the transaction price reach 20% of the Company's paid-in capital or NT$300 million, opinions in respect of a rational transaction price have to be sought from a certified public accountant prior to the Date of the Event. These requirements are not applicable if such securities have a public price from an active market or where otherwise provided by regulations of the authorities.
Except for transactions with government institutions, if the Company's acquisition or disposal of membership or intangible assets reaches 20% of the Company's paid-in capital or NT$300 million, opinions in respect of a rational transaction price shall be sought from certified public accountant prior to the Date of the Event.
The Company for acquisition or disposal of assets through auction procedures of courts, the appraisal report or certified public accountant's opinion can be replaced by documents issued by the courts.
Any Professional Appraiser and its appraisal personnel, certified public accountants, lawyers, or securities underwriters whom

The current provision
the Company has acquired appraisal reports and opinions from, should fulfill the following requirements:
(1) No conviction of violating the Company Act, the Bank Act, Commercial Account Law, and Financial Holding Company Act, or offenses of fraudulent, breach of trust, taking, usury, or any misconduct in business and sentenced to jail for more than one year, except the circumstance where three years has passed since the completion of execution, suspension of execution, or the amnesty.
(2) Not being the related person to or having substantial relation with the party of transaction.
(3) In the circumstance when the Company should obtain appraisal reports from two Professional Appraisers, the appraisers or appraising personnel should not be related persons or have substantial relations with each other.
The aforementioned persons should offer appraisal reports or opinion forms in accordance with the following matters:
- The Amendment Article
- the Company has acquired appraisal reports and opinions from, should fulfill the following requirements:
(1) No conviction of violating the Company Act, the Bank Act, Commercial Account Law, and Financial Holding Company Act, or offenses of fraudulent, breach of trust, taking, usury, or any misconduct in business and sentenced to jail for more than one year, except the circumstance where three years has passed since the completion of execution, suspension of execution, or the amnesty.
(2) Not being the related person to or having substantial relation with the party of transaction.
(3) In the circumstance when the Company should obtain appraisal reports from two Professional Appraisers, the appraisers or appraising personnel should not be related persons or have substantial relations with each other.
The aforementioned persons should offer appraisal reports or opinion forms in accordance with the following matters:
(1) Before undertaking the case should evaluate (1) Before undertaking the case should evaluate their professional competence, practical their professional competence, practical experience, and independence. experience, and independence.

The current provision

other party of the transaction.

The calculation of the transaction amounts referred to Article 4 Paragraph 2 of the

Procedures, "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction

amount.

Article 8

Related Parties Transactions should be executed by the following procedures:

In acquiring or disposing real property from a related party through purchase or swap, the Company shall ensure that the necessary resolutions are adopted, the reasonableness of the transaction terms is appraised, and other relevant matters are carried out in compliance with the following, including but without limitation, in case where the transaction amount is 10% or more of the aggregate assets of the Company, a valuation report issued by a professional valuation agency or a CPA opinion should be obtained before the date such transaction takes place.
Where the Company intends to acquire or dispose real property from a related party, or to acquire or dispose any property other than real property from a related party and the transaction amount of which is 20% or more of the paid-in capital of the Company, or 10% or more of the aggregate amount of assets of the Company, or NTD 30 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds issued by Securities Investment Trust Enterprise, the following matters shall be submitted for approval firstly by the Audit Committee before resolution is further approved by the Board before any transaction agreement can be signed or any payment can be made:

The Amendment Article other party of the transaction. The calculation of the transaction amounts referred to Article 4 Paragraph 2 of the

amount.

Article 8

Related Parties Transactions should be executed by the following procedures:

In acquiring or disposing real property from a related party through purchase or swap, the Company shall ensure that the necessary resolutions are adopted, the reasonableness of the transaction terms is appraised, and other relevant matters are carried out in compliance with the following, including but without limitation, in case where the transaction amount is 10% or more of the aggregate assets of the Company, a valuation report issued by a professional valuation agency or a CPA opinion should be obtained before the date such transaction takes place. 2. Where the Company intends to acquire or dispose real property from a related party, or to acquire or dispose any property other than real property from a related party and the transaction amount of which is 20% or more of the paid-in capital of the Company, or 10% or more of the aggregate amount of assets of the Company, or NTD 30 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds issued by Securities Investment Trust Enterprise, the following matters shall be submitted for approval firstly by the Audit Committee before resolution is further approved by the Board before any transaction agreement can be signed or any payment can be made:

The current provision The Amendment Article
(1) The purpose, necessity and anticipated (1) The purpose, necessity and anticipated benefit of the property acquisition or benefit of the property acquisition or disposal. disposal.
(2) The reason for choosing the Related Party as (2) The reason for choosing the Related Party as a trading counterparty. a trading counterparty.
(3) With respect to the acquisition of real estate (3) With respect to the acquisition of real estate from a Related Party, information regarding from a Related Party, information regarding appraisal of the reasonableness of the appraisal of the reasonableness of the preliminary transaction terms in accordance preliminary transaction terms in accordance with Articles 15 and 16 of Criteria for with Articles 15 and 16 of Criteria for Handling Acquisition and Disposal of Assets Handling Acquisition and Disposal of Assets by by Public Companies. Public Companies.
(4) The date and price at which the Related Party (4) The date and price at which the Related Party originally acquired the real estate, the original originally acquired the real estate, the original trading counterparty, and that trading trading counterparty, and that trading counterparty's relationship to the Company counterparty's relationship to the Company and the Related Party. 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.
(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 (6) An appraisal report from a professional appraiser or a CPA's opinion obtained in appraiser or a CPA's opinion obtained in compliance with the preceding paragraph. compliance with the preceding paragraph.
(7) Restrictive covenants and other important (7) Restrictive covenants and other important stipulations associated with the transaction. stipulations associated with the transaction.
1. When the transactions between the Company 3. When the transactions between the Company and its subsidiaries of which the issued shares and its subsidiaries of which the issued shares or total capital are possessed directly or or total capital are possessed directly or indirectly by the Company regarding (1) indirectly by the Company regarding (1) acquiring or disposing business-use equipment acquiring or disposing business-use equipment or its utilization license and (2) acquiring or or its utilization license and (2) acquiring or disposing utilization license of business-use disposing utilization license of business-use real estate, the Chairperson is authorized to real estate, the Chairperson is authorized to handle the matter when the transaction handle the matter when the transaction amount is below 300 million NT dollars, and it amount is below 300 million NT dollars, and it can be subsequently confirmed by the Board can be subsequently confirmed by the Board of Directors. of Directors.
1. The opinions of independent directors should 4. The opinions of independent directors should be taken in to consideration when the be taken in to consideration when the Company reports the transaction with related Company reports the transaction with related parties to the Board of Directors for parties to the Board of Directors for discussion. The retaining or opposing opinions discussion. The retaining or opposing opinions of the Independent directors should be of the Independent directors should be specified in Proceedings of the Board of specified in Proceedings of the Board of

The current provision directors Meeting.

The Amendment Article directors Meeting.

In the event that the Company or its subsidiaries that are not domestic public companies enter into the first transaction and the transaction amount reaches 10% or more of the Company's total assets, the Company shall submit the information listed in the first paragraph to the shareholders' meeting for approval before proceeding with the transaction contract and making payment. However, transactions between the Company and its subsidiaries, or transactions between subsidiaries, are not subject to this limitation. Calculation of the aforementioned transaction Calculation of the aforementioned transaction amount should be conducted in accordance amount should be conducted in accordance with Article 4 Paragraph 2 of the Procedure, with Article 4 Paragraph 2 of the Procedure, and ‘within one year’ refers to one year from and ‘within one year’ refers to one year from the actual date of acquisition of the real the actual date of acquisition of the real estate. Items that have been approved by the estate. Items that have been approved by the Audit Committee and recognized by the Board Audit Committee and recognized by the need not be counted toward the transaction Shareholders' Meeting and Board need not be amount. counted toward the transaction amount.

Appendix 8 Before and After Amendment to the Rules of Procedure of the

Shareholders' Meeting ASIA VITAL COMPONENTS CO., LTD.

Before and After Amendment to the Rules of Procedure of the Shareholders' Meeting

The current provision The Amendment Article Remarks Article 3: Unless regulated otherwise by the Article 3: Unless regulated otherwise by the In order for the laws, the Shareholders Meeting is assembled laws, the Shareholders Meeting is assembled shareholders to by the Board of Directors. by the Board of Directors. be aware of the Changes to how this Corporation convenes change in the its shareholders meeting shall be resolved by manner of the board of directors, and shall be made no holding the later than mailing of the shareholders shareholders' meeting notice. meeting, the The electronic files of information, including The electronic files of information, including change in the the meeting notification, format for the meeting notification, format for manner of authorization letter, matters for authorization letter, matters for holding the acknowledgement, matters for discussion, acknowledgement, matters for discussion, shareholders' election or dismissal of directors, etc., should election or dismissal of directors, etc., should meeting shall be be disclosed on the Market Observation Post be disclosed on the Market Observation Post resolved by the System 30 days before the regular System 30 days before the regular Board of shareholder meeting or 15 days before the shareholder meeting or 15 days before the Directors and interim shareholders meeting. Electronic interim shareholders meeting. Electronic shall be made at files of the Meeting handbook and files of the Meeting handbook and the latest before supplementary material should be uploaded supplementary material should be uploaded the mailing of the to the Market Observation Post System 21 to the Market Observation Post System 21 notice of the days before the regular shareholders days before the regular shareholders shareholders' meeting and 15 days before the interim meeting and 15 days before the interim meeting. shareholders meeting. The hard copies of shareholders meeting. The hard copies of the Meeting handbook and the the Meeting handbook and the supplementary material should be offered to supplementary material should be offered to shareholders, displayed in the Company and shareholders, displayed in the Company and the entrusted professional stock proxies, and the entrusted professional stock proxies, and distributed on the meeting. The proposals distributed on the meeting. The proposals should be specified in the notification and should be specified in the notification and announcement; the notification can be sent announcement; the notification can be sent in electronic forms with the agreement of in electronic forms with the agreement of the receiver. the receiver. (Omitted below) This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting: 1.For physical shareholders meetings, to be distributed on-site at the meeting. 2.For hybrid shareholders meetings, to be distributed on-site at the meeting and shared

The currentprovision	The Amendment Article	Remarks
	on the virtual meeting platform.
	3.For virtual-only shareholders meetings,
	electronic files shall be shared on the virtual
	meeting platform.
	(Omitted below)
Article 4: A shareholder can offer a proxy form printed by the Company which specifies the scope of the authorized powers to another shareholder who can attend the meeting on the shareholder’s behalf.	Article 4: A shareholder can offer a proxy form printed by the Company which specifies the scope of the authorized powers to another shareholder who can attend the meeting on the shareholder’s behalf. A shareholder may issue only one proxy form and appoint only one proxy for any	Notice of revocation of proxy for shareholders' participation in shareholders' meetings by means of a proxy form and video
	given shareholders meeting, and shall deliver
	the proxy form to this Corporation before
	five days before the date of the shareholders
	meeting. When duplicate proxy forms are delivered, the one received earliest shall
	prevail unless a declaration is made to cancel
	the previous proxy appointment. After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this
	Corporation before two business days before
	the meeting date. If the cancellation notice is
	submitted after that time, votes cast at the meeting by the proxy shall prevail. If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 5: The venue for the shareholders’ meeting shall be within the premises of the Company, or a place easily accessible to shareholders and suitable for shareholders’ meeting. The meeting may begin no earlier than 9:00 a.m. and no later than 3:00 p.m. with opinions of Independent Directors taken in full consideration.	Article 5: The venue for the shareholders’ meeting shall be within the premises of the Company, or a place easily accessible to shareholders and suitable for shareholders’ meeting. The meeting may begin no earlier than 9:00 a.m. and no later than 3:00 p.m. with opinions of Independent Directors taken in full consideration.	It is expressly provided that when the Company holds a video shareholders' meeting, it is not restricted

The currentprovision	The Amendment Article	Remarks
	The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.	to the place where the meeting is held.
Article 6: The Company should specify the time and place for registration of the meeting and other matters to notice. The aforementioned registration time should be at least 30 minutes before the meeting time; clear signage and adequate personnel should be assigned to the reception desk. The shareholder or the authorized representative (hereafter referred to as the shareholder) should attend the shareholders meeting with an attendant ID, a check-in card, or other ID cards. The Company should not require other forms identification from the shareholders; the solicitor of the letter of authorization should have the proof of identity. The Company should prepare the signature book for the shareholders, or the shareholder can submit a signature card. The Company should deliver the Meeting Handbook, Annual report, certificate of attendance, speech notes, ballots, and other information to the absent shareholders; ballots should be attached when an election for directors is held. More than one representative of the shareholders as governments or artificial persons are allowed to attend the meeting. Only one authorized agent can attend the meeting on behalf of an artificial person shareholder.	Article 6:This Corporation shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively“shareholders”) 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	Added new regulations for the preparation of documents such as signature books for shareholders' meetings held by video
	stated in the preceding paragraph, shall be at
	least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of
	suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register
	on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person. The shareholder or the authorized representative (hereafter referred to as the shareholder) should attend the shareholders meeting with an attendant ID, a check-in card, or other ID cards. The Company should not require other forms identification from the shareholders; the solicitor of the letter of authorization should have the proof of identity. The Company should prepare the signature book for the shareholders, or the shareholder can submit a signature card. The Company should deliver the Meeting Handbook, Annual report, certificate of attendance, speech notes, ballots, and other information to the absent shareholders; ballots should be attached when an election for directors is held. More than one representative of the shareholders as governments or artificial persons are allowed to attend the meeting.

The Amendment Article	The Amendment Article	The Amendment Article	The Amendment Article	Remarks
Only one authorized agent can attend the meeting on behalf of an artificial person shareholder. In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date. In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
Artic 6-1: (Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice) To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:				This article adds
notice:
1.		How shareholders attend the virtual
	meeting and exercise their rights.
2.		Actions to be taken if the virtual
	meeting platform or participation in the
	virtual meeting is obstructed due to
	natural disasters, accidents or other force
	majeure events, at least covering the
	following particulars:
	A.		To what time the meeting is
		postponed or from what time the
		meeting will resume if the above
		obstruction continues and cannot be
		removed, and the date to which the
		meeting is postponed or on which the
		meeting will resume.
	B.		Shareholders not having
		registered to attend the affected
		virtual shareholders meeting shall not
		attend the postponed or resumed
		session.
	C.		In case of a hybrid
		shareholders meeting, when the
		virtual meeting cannot be continued,

The currentprovision			The Amendment Article	The Amendment Article	Remarks
			if the total number of shares
			represented at the meeting, after
			deducting those represented by
			shareholders attending the virtual
			shareholders meeting online, meets
			the minimum legal requirement for a
			shareholder meeting, then the
			shareholders meeting shall continue.
			The shares represented by
			shareholders attending the virtual
			meeting online shall be counted
			towards the total number of shares
			represented by shareholders present
			at the meeting, and the shareholders
			attending the virtual meeting online
			shall be deemed abstaining from
			voting on all proposals on meeting
			agenda of that shareholders meeting.
		D.		Actions to be taken if the
			outcome of all proposals have been
			announced and extraordinary motion
			has not been carried out.
	3.		To convene a virtual-only
		shareholders meeting, appropriate
		alternative measures available to
		shareholders with difficulties in attending
		a virtual shareholders meeting online
		shall be specified.

Article 8: This Corporation shall make an uninterrupted audio and video recording of all meeting procedures. The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.	Artic 8: This Corporation shall make an uninterrupted audio and video recording of all meeting procedures. The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. Where a shareholders meeting is held online,				Specify the rules for depositing audio or video recordings of shareholders' meetings held by video means
	this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the
	virtual meeting from beginning to end.

The currentprovision	The Amendment Article	Remarks
	The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed
	to handle matters of the virtual meeting. In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Article9: Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in plus the number of shares whose voting rights are exercised by correspondence or electronically. The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. If the quorum is not met after two postponements as referred to in the preceding paragraph,but the attending	Article9: Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked inon the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.	Rules and Regulations Governing the Holding of Shareholders' Meetings by Video
	The chair shall call the meeting to order at
	the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.
	However, when the attending shareholders
	do not represent a majority of the total number of issued shares, the chair may
	announce a postponement, provided that no
	more than two such postponements, for a combined total of no more than one hour,
	may be made. If the quorum is not met after
	two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.In the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform. If the quorum is not met after two postponements as referred to in the preceding paragraph,but the attending

The currentprovision	The Amendment Article	Remarks
shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.	shareholders represent one third or more of
	the total number of issued shares, a tentative
	resolution may be adopted pursuant to
	Article 175, paragraph 1 of the Company Act;
	all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month.In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 6. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
Article 11: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the	Article 11: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the	Regulations for shareholders' speeches at shareholders' meetings held by means of video
shareholder that has the floor;the chair shall	shareholder that has the floor;the chair shall

The current provision The Amendment Article Remarks avoid the submission of extraordinary that meeting; it is therefore advisable that motions and amendments to original this Corporation avoid the submission of proposals. extraordinary motions and amendments to A shareholder intending to exercise voting original proposals. rights by correspondence or electronic A shareholder intending to exercise voting means under the preceding paragraph shall rights by correspondence or electronic deliver a written declaration of intent to this means under the preceding paragraph shall Corporation before two days before the date deliver a written declaration of intent to this of the shareholders meeting. When duplicate Corporation before two days before the date declarations of intent are delivered, the one of the shareholders meeting. When duplicate received earliest shall prevail, except when a declarations of intent are delivered, the one declaration is made to cancel the earlier received earliest shall prevail, except when a declaration of intent. declaration is made to cancel the earlier After a shareholder has exercised voting declaration of intent. rights by correspondence or electronic After a shareholder has exercised voting means, in the event the shareholder intends rights by correspondence or electronic to attend the shareholders meeting in means, in the event the shareholder intends person, a written declaration of intent to to attend the shareholders meeting in person retract the voting rights already exercised or online, a written declaration of intent to under the preceding paragraph shall be made retract the voting rights already exercised known to this Corporation, by the same under the preceding paragraph shall be means by which the voting rights were made known to this Corporation, by the exercised, before two business days before same means by which the voting rights were the date of the shareholders meeting. If the exercised, before two business days before notice of retraction is submitted after that the date of the shareholders meeting. If the time, the voting rights already exercised by notice of retraction is submitted after that correspondence or electronic means shall time, the voting rights already exercised by prevail. When a shareholder has exercised correspondence or electronic means shall voting rights both by correspondence or prevail. When a shareholder has exercised electronic means and by appointing a proxy voting rights both by correspondence or to attend a shareholders meeting, the voting electronic means and by appointing a proxy rights exercised by the proxy in the meeting to attend a shareholders meeting, the voting shall prevail. rights exercised by the proxy in the meeting Except as otherwise provided in the shall prevail. Company Act and in this Corporation's Except as otherwise provided in the articles of incorporation, the passage of a Company Act and in this Corporation's proposal shall require an affirmative vote of a articles of incorporation, the passage of a majority of the voting rights represented by proposal shall require an affirmative vote of the attending shareholders. At the time of a a majority of the voting rights represented by vote, for each proposal, the chair or a person the attending shareholders. At the time of a designated by the chair shall first announce vote, for each proposal, the chair or a person the total number of voting rights represented designated by the chair shall first announce by the attending shareholders, followed by a the total number of voting rights represented poll of the shareholders. After the conclusion by the attending shareholders, followed by a of the meeting, on the same day it is held, poll of the shareholders. After the conclusion the results for each proposal, based on the of the meeting, on the same day it is held,

The currentprovision	The Amendment Article	Remarks
numbers of votes for and against and the number of abstentions, shall be entered into the MOPS. When there is an amendment or an alternative to a proposal, the chair shall	the results for each proposal, based on the numbers of votes for and against and the
	number of abstentions, shall be entered into
	the MOPS. When there is an amendment or an alternative to a proposal, the chair shall
present the amended or alternative proposal
together with the original proposal and decide the order in which they will be put to	present the amended or alternative proposal
	together with the original proposal and decide the order in which they will be put to
a vote. When any one among them is passed,
the other proposals will then be deemed rejected, and no further voting shall be required. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders	a vote. When any one among them is passed,
	the other proposals will then be deemed rejected, and no further voting shall be required. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the
meeting. Immediately after vote counting has
been completed, the results of the voting,
including the statistical tallies of the numbers
of votes, shall be announced on-site at the meeting, and a record made of the vote.
	numbers of votes, shall be announced on-site
	at the meeting, and a record made of the vote. When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders
	attending the meeting online shall cast votes
	on proposals and elections on the virtual
	meeting platform before the chair announces
	the voting session ends or will be deemed abstained from voting. In the event of a virtual shareholders
	meeting, votes shall be counted at once after
	the chair announces the voting session ends,
	and results of votes and elections shall be announced immediately. When this Corporation convenes a hybrid shareholders meeting, if shareholders who
	have registered to attend the meeting online
	in accordance with Article 6 decide to attend
	the physical shareholders meeting in person,
	they shall revoke their registration two days

The current provision The Amendment Article Remarks before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online. When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal. Article 15: Matters relating to the Article 15: Matters relating to the Regulations for resolutions of a shareholders meeting shall resolutions of a shareholders meeting shall external be recorded in the meeting minutes. The be recorded in the meeting minutes. The announcement meeting minutes shall be signed or sealed by meeting minutes shall be signed or sealed by of shareholders' the chair of the meeting and a copy the chair of the meeting and a copy meeting by distributed to each shareholder within 20 distributed to each shareholder within 20 video days after the conclusion of the meeting. The days after the conclusion of the meeting. The meeting minutes may be produced and meeting minutes may be produced and distributed in electronic form. distributed in electronic form. This Corporation may distribute the This Corporation may distribute the meeting minutes of the preceding paragraph meeting minutes of the preceding paragraph by means of a public announcement made by means of a public announcement made through the MOPS. through the MOPS. The meeting minutes shall accurately The meeting minutes shall accurately record the year, month, day, and place of the record the year, month, day, and place of the meeting, the chair's full name, the methods meeting, the chair's full name, the methods by which resolutions were adopted, and a by which resolutions were adopted, and a summary of the deliberations and their summary of the deliberations and their voting results (including the number of voting voting results (including the number of rights), and disclose the number of voting voting rights), and disclose the number of rights won by each candidate in the event of voting rights won by each candidate in the an election of directors or supervisors. The event of an election of directors or minutes shall be retained for the duration of supervisors. The minutes shall be retained the existence of this Corporation. for the duration of the existence of this Corporation. Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair’s and

The currentprovision	The Amendment Article	Remarks
	secretary’s name, and actions to be taken in
	the event of disruption to the virtual meeting
	platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
	When convening a virtual-only shareholder
	meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.
Article 16: On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting. If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.	Article 16: On the day of a shareholders meeting, this Corporation shall compile in	Regulations for external announcement of shareholders' meeting by video
	the prescribed format a statistical statement
	of the number of shares obtained by
	solicitors through solicitation, the number of
	shares represented by proxies and the number of shares representedby shareholders attending the meeting by correspondence or electronic means,and
	shall make an express disclosure of the same
	at the place of the shareholders meeting.In
	the event a virtual shareholders meeting, this
	Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts,
	and keep this information disclosed until the
	end of the meeting. During this Corporation’s virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting. If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market)
	regulations,this Corporation shall upload the

The currentprovision	The Amendment Article	Remarks
	content of such resolution to the MOPS within the prescribed time period.
	Article 19: In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.	Video Conference Information Disclosure
	Article 20: When this Corporation convenes	Location of the chairman and recorder of the video board
	a virtual-only shareholders meeting, both the
	chair and secretary shall be in the same location, and the chair shall declare the
	address of their location when the meeting is
	called to order.
	Article 21: (Handling of disconnection)	Handling of Communication Barriers and Digital Disparity Shareholders
	In the event of a virtual shareholders
	meeting, this Corporation may offer a simple
	connection test to shareholders prior to the
	meeting, and provide relevant real-time
	services before and during the meeting to
	help resolve communication technical issues.
	In the event of a virtual shareholders
	meeting, when declaring the meeting open,
	the chair shall also declare, unless under a
	circumstance where a meeting is not
	required to be postponed to or resumed at
	another time under Article 44-20, paragraph
	4 of the Regulations Governing the
	Administration of Shareholder Services of
	Public Companies, if the virtual meeting
	platform or participation in the virtual
	meeting is obstructed due to natural
	disasters, accidents or other force majeure
	events before the chair has announced the
	meeting adjourned, and the obstruction
	continues for more than 30 minutes, the
	meeting shall be postponed to or resumed on
	another date within five days, in which case
	Article 182 of the Company Act shall not
	apply.
	For a meeting to be postponed or resumed
	as described in the preceding paragraph,

The currentprovision	The Amendment Article	Remarks
	shareholders who have not registered to
	participate in the affected shareholders
	meeting online shall not attend the
	postponed or resumed session.
	For a meeting to be postponed or resumed
	under the second paragraph, the number of
	shares represented by, and voting rights and
	election rights exercised by the shareholders
	who have registered to participate in the
	affected shareholders meeting and have
	successfully signed in the meeting, but do
	not attend the postpone or resumed session,
	at the affected shareholders meeting, shall
	be counted towards the total number of
	shares, number of voting rights and number
	of election rights represented at the
	postponed or resumed session.
	During a postponed or resumed session of
	a shareholders meeting held under the
	second paragraph, no further discussion or
	resolution is required for proposals for which
	votes have been cast and counted and results
	have been announced, or list of elected
	directors and supervisors.
	When this Corporation convenes a hybrid
	shareholders meeting, and the virtual
	meeting cannot continue as described in
	second paragraph, if the total number of
	shares represented at the meeting, after
	deducting those represented by shareholders
	attending the virtual shareholders meeting
	online, still meets the minimum legal
	requirement for a shareholder meeting, then
	the shareholders meeting shall continue, and
	not postponement or resumption thereof
	under the second paragraph is required.
	Under the circumstances where a meeting
	should continue as in the preceding
	paragraph, the shares represented by
	shareholders attending the virtual meeting
	online shall be counted towards the total
	number of shares represented by
	shareholders present at the meeting,
	provided these shareholders shall be deemed
	abstaining from voting on all proposals on
	meeting agenda of that shareholders

The currentprovision	The Amendment Article	Remarks
	meeting.
	When postponing or resuming a meeting
	according to the second paragraph, this
	Corporation shall handle the preparatory
	work based on the date of the original
	shareholders meeting in accordance with the
	requirements listed under Article 44-20,
	paragraph 7 of the Regulations Governing the
	Administration of Shareholder Services of
	Public Companies.
	For dates or period set forth under Article
	12, second half, and Article 13, paragraph 3
	of Regulations Governing the Use of Proxies
	for Attendance at Shareholder Meetings of
	Public Companies, and Article 44-5,
	paragraph 2, Article 44-15, and Article 44-17,
	paragraph 1 of the Regulations Governing the
	Administration of Shareholder Services of
	Public Companies, this Corporations hall
	handle the matter based on the date of the
	shareholders meeting that is postponed or
	resumed under the second paragraph.
	Article 22: (Handling of digital divide)
	When convening a virtual-only
	shareholders meeting, this Corporation shall
	provide appropriate alternative measures
	available to shareholders with difficulties in
	attending a virtual shareholders meeting
	online.
Article 19: These Rules, and any amendments hereto, shall be implemented after adoption byshareholders meetings.	Article23: These Rules, and any amendments hereto, shall be implemented after adoption byshareholders meetings.	Adjustment of article number

appraisal reports or opinion forms in accordance with the following matters: (1) Before undertaking the case should evaluate their professional competence, practical experience, and independence.	appraisal reports or opinion forms in accordance with the following matters: (1) Before undertaking the case should evaluate their professional competence, practical experience, and independence.
(2) Whenreviewingthe case, they should plan	(2) Whenexecutionthe case, they should plan
and execute the procedures properly to	and execute the procedures properly to
reach a conclusion and offer a report or	reach a conclusion and offer a report or
opinion form accordingly; they should record	opinion form accordingly; they should record
details about executions of procedures, data	details about executions of procedures, data
collection and conclusion in the working	collection and conclusion in the working
draft.	draft.
(3) They should evaluate the integrity,accuracy	(3) They should evaluate the integrity,
and rationalityin the source, the	appropriatenessin the source, the
parameters, and information respectively as	parameters, and information respectively as
a foundation for the appraisal report or	a foundation for the appraisal report or
opinion form.	opinion form.
(4) The statements should include that the	(4) The statements should include that the
personnel have professional competence	personnel have professional competence
and independence, and information referred	and independence, and information referred
to for the appraisal is reasonable and	to for the appraisal is reasonable and
accurate in accordance with related laws and	accurate in accordance with related laws and
rules.	rules.
Not relatedpersons with the Companyor the	Not relatedpersons with the Companyor the

The currentprovision	The Amendment Article	Remarks
stop any violation. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.	stop any violation. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken,	After an attending shareholder has spoken,
the chair may respond in person or direct relevant personnel to respond.	the chair may respond in person or direct relevant personnel to respond. Where a virtual shareholders meeting is

	convened, shareholders attending the virtual
	meeting online may raise questions in writing
	at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The
	regulations in paragraphs 1 to 5 do not apply.
	As long as questions so raised in
	accordance with the preceding paragraph are
	not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 13: A shareholder shall be entitled to	Article 13: A shareholder shall be entitled to	Rules of practice for revocation after a shareholders' meeting is held by visual means
one vote for each share held, except when the shares are restricted shares or are	one vote for each share held, except when the shares are restricted shares or are
deemed non-voting shares under Article 179,	deemed non-voting shares under Article 179,
paragraph 2 of the Company Act.	paragraph 2 of the Company Act.
When this Corporation holds a shareholder	When this Corporation holds a shareholder
meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder	meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder
exercising voting rights by correspondence or	exercising voting rights by correspondence or
electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation	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 originalproposals of

AI assistant

AVC — AGM Information 2022

52251_rns_2022-06-24_2a998239-2496-4ca9-b123-8d506ab197ea.pdf

ASIA VITAL COMPONENTS CO., LTD. 2022 Annual Shareholder’s Meeting

B. Matters for Recognition

C. Matters for Discussion

D. Election Matters:

E. Other Proposals

Resolution: RATIFIED.

F. Extempore Motions: None.

ASIA VITAL COMPONENTS CO., LTD. 2021 Business Report

I. Operation result of the Company in 2021

4. Research and Development

II. Business plan of 2022

Audit Committee’s Review Report

Asia Vital Components Co., Ltd.

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Other Matter – Making Reference to the Audits of Component Auditors

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

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

Notice to Readers

English translation of Consolidated Financial Statements originally issued in Chinese ASIA VITAL COMPONENTS CO., LTD

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2021 and 2020

English translation of Consolidated Financial Statements originally issued in Chinese ASIA VITAL COMPONENTS CO., LTD CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2021 and 2020 (Expressed in thousands of New Taiwan Dollars)

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

1. Cutoff of warehouse sales revenue

2. Valuation for inventories

Other Matter – Making Reference to the Audits of Component Auditors

Responsibilities of Management and Those Charged with Governance for Parent Company only Financial Statements

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

Notice to Readers

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the years ended December 31, 2021 and 2020

Appendix 4 Earnings Distribution Proposal 2021

Appendix 6 Comparison of Before and After Amendments to the Procedures for

ASIA VITAL COMPONENTS CO., LTD.

The current provision

amount.

Article 8

Article 8

Appendix 8 Before and After Amendment to the Rules of Procedure of the

Shareholders' Meeting ASIA VITAL COMPONENTS CO., LTD.

Before and After Amendment to the Rules of Procedure of the Shareholders' Meeting

More from AVC

AVC AGM Information 2022