AVISION - AGM Information 2024 | FinancialReports.eu

Stock code: 2380

AVISION INC.

www.avision.com

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COLOR PRINTER

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	Table of Contents
	Page
One.	Meeting Procedure .........................................................................................1
Two.	Meeting Agenda ..............................................................................................2
I.	Report Items ................................................................................................ ..3
II.	Ratification Items .......................................................................................... 5
III.	Discussion Items ............................................................................................ 6
IV.	Election Item ............................................................................................... 10
V.	Other Item .................................................................................................... 12
VI.	Extraordinary Motions ................................................................................. 12
Three.	Attachments
I.	Business Report ........................................................................................ .. 13
II.	Audit Committee Review Report .............................................................. 14
III.	Information on investments in mainland China ........................................ 15
IV.	Report on the execution of the Company’s capital increase and operation
	improvement plan ........................................................................................ 16
V.	Report on the execution of the Company’s private placement of ordinary
	shares ........................................................................................................... 19
VI.	Independent Auditors’ Report and 2023 consolidated financial statements 20
VII. Independent Auditors’ Report and 2023 individual financial statements.... 34
VIII. Loss compensation schedule ....................................................................... 49
IX.	Securities Underwriters’ Evaluation Opinion on the Necessity and
	Reasonableness of private placement of ordinary shares ............................ 50
X.	Proposal of release the Prohibition on Directors and Independent Directors
	from participation in Competitive Business ................................................ 64
Four.	Appendix
I.	Rules of Procedure for Shareholders’ Meeting ........................................... 65
II.	Articles of Incorporation ............................................................................. 78
III.	Procedures for Election of Directors ........................................................... 86
IV.	Number of shares held by all Directors ....................................................... 88

Avision Inc.

2024 Annual General Meeting Procedure

I. Call the Meeting to Order II. Chairman in Position
III. Chairman’s Remarks
IV. Report Items
V. Ratification Items
VI. Discussion Items
VII. Election Item
VIII. Other Item
IX. Extraordinary Motions
X. Meeting Adjourned

Avision Inc. Agenda of 2024 General Shareholders’ Meeting

I. Date and Time: 9:00 a.m., Wednesday, June 26, 2024
II. Address: No. 20, Creation Rd. 1, Science Park, Hsinchu, Taiwan 300, R.O.C. (physical meeting)
III. Attendees: All shareholders and equity representatives
IV. Chairman: Sheng, Shao-Lan
V. Chairman’s Remarks
VI. Report Items:
(I) The Company’s 2023 Business Report.
(II) The Company’s 2023 Audit Committee Audit Report.
(III) Mainland China investment overview.
(IV) The Company’s resolution of not distributing dividends for 2023.
(V) Execution of the Company’s capital increase and operating improvement plan.
(VI) Execution of the Company’s private placement of ordinary shares.
(VII)The accumulated loss of the Company reached half of the paid-in capital.
VII. Ratification Items:
(I) 2023 Business Report and Financial Statements.
(II) 2023 Loss Compensation.
VIII. Discussion Items:
(I) Proposal for the Company to perform private placement with issuance of common shares.
IX. Election Item:
(I) Re-election of Directors.
X. Other Item:
(I) To release the newly elected Directors from non-competition restrictions.

XI. Extraordinary Motions:

XII. Meeting Adjourned:

Report Items

I. The Company’s 2023 Business Report; please review.

(Proposed by the Board of Directors)

Explanation: 2023 Business Report. (please refer to Attachment 1 on page 13 of this manual)
II. The Company’s 2023 Audit Committee Audit Report; please review.

(Proposed by the Board of Directors) Explanation: Audit Committee Review Report. (please refer to Attachment 2 on page 14 of this manual)

III. Mainland China investment overview.

(Proposed by the Board of Directors) Explanation: Mainland China investment overview. (please refer to Attachment 3 on page 15 of this manual)

IV. The Company’s resolution of not distributing dividends for 2023.

(Proposed by the Board of Directors) Explanation: The Company did not make a profit in 2023, so it is not planned to distribute dividends.

V. Execution of the Company’s capital increase and operating improvement plan.

(Proposed by the Board of Directors) Explanation: Execution of the Company’s capital increase and operating improvement plan. (please refer to Attachment 4 on pages 16~18 of this manual)

VI. Execution of the Company’s private placement of ordinary shares.

(Proposed by the Board of Directors)

Explanation: Execution of the Company’s private placement of ordinary shares. (please refer to Attachment 5 on page 19 of this manual)

VII. The accumulated loss of the Company reached half of the paid-in capital.

(Proposed by the Board of Directors) Explanation: The company’s accumulated loss as of December 31,2023 was NT$1,337,746 thousands, which was one-half of the paid-in capital of NT$ 2,169,341 thousands. In compliance with Article 211 of the Company Act, “ In case the loss incurred by a company aggregates to half of its paid-in capital, the board of directors shall convene and make a report to the meeting of shareholders.” (please refer to Attachment 8 on page 49 of this manual)

Ratification Items

Case 1: (Proposed by the Board of Directors)

Proposal: 2023 Business Report and Financial Statements; please ratify.

Explanation: The Company’s 2023 financial statements have been audited by PwC Taiwan, and have been audited along with the business report; please ratify. (please refer to Attachment 1 on page 13, Attachment 6 on page 20~33 and Attachment 7 on page 34~48 of this manual).

Resolution:

Case 2: (Proposed by the Board of Directors)

Proposal: 2023 loss compensation; please ratify.

Explanation: The Company’s 2023 loss compensation scheme has been approved by the board meeting and audited by the Audit Committee; please ratify. (please refer to Attachment 8 on page 49 of this manual)

Resolution:

Discussion Items

Case 1: (Proposed by the Board of Directors) Proposal: Proposal for the Company to perform private placement with issuance of common shares.

Explanation: 1. In response to changes in the overall operating environment in the future, the Company is enriching its working capital for its future development funding needs. It also examines factors such as the timeliness, convenience, issuance cost and equity stability of the cost of capital and simulates market conditions and the Company’s funding needs. At the appropriate time, the Company issues 20,000,000 ordinary shares through private placement, which is explained as follows according to Article 43-6 of the Securities and Exchange Act:
(I) Basis and rationality of pricing:
- The price of the private placement is determined based on the simple arithmetic mean of the closing price of ordinary shares 1, 3 or 5 business days before the pricing date, minus the free allotment and plus the stock price after the capital reduction as the reference price, or the simple arithmetic mean of the closing price of ordinary shares 30 business days before the pricing date, minus the stock and cash dividends and plus the stock price after the capital reduction; the higher of the two will be the reference price. For the subscription price for this private placement of ordinary shares, it is proposed to request the shareholders’ meeting to authorize the board of directors to, in accordance with the regulations above, set the private placement price at no less than 80% of the reference price. If the actual price is not lower than the percentage determined by the shareholders’ meeting, it is proposed to request the shareholders’ meeting to authorize the board of directors to negotiate with specific individuals and determine the price based on market conditions. The price is set by reference to the current situation of the Company and the recent market price of the Company’s stock price. The set price should be reasonable.

(II) Reasons and rationale if the private placement price is below the face value:
According to current laws and the aforementioned pricing method, the price of this private placement may be lower than the face value. However, in accordance with Article 43-8 of the Securities and Exchange Act, there is a 3-year restriction on the free transfer of shares issued through private placement. Therefore, it is still reasonable if the price of this private placement is lower than the face value.

If such a situation occurs, the impact on shareholder equity will be the cumulative loss caused by the difference between the actual private placement price and the face value, which will be eliminated based on the Company’s future operating status.

(III) Method for selection of specific individuals:
A. Handled in accordance with Article 43-6 of the Securities and Exchange Act.
B. If the subscriber is a strategic investor:
1. Selection method and purpose: on the premise of not causing significant changes in the Company’s future management rights, choose individuals or legal entities who can help the Company improve its technology, develop products, or strengthen customer relationships.
2. Necessity and expected benefits: Enhancing the Company’s competitiveness and operational effectiveness through its advantages in experience, technology, knowledge, etc.
C. If the subscriber is a company insider or related party:
1. List of possible subscribers and relationship with the Company: (1) Sheng Shao-Lan/Chairman (2) Lo Hsiu-Chun/Chairman’s spouse (3) Wu Yung-Chuan/Director (4) Kuo Chen/Vice President (5) Gotoda Katsuhiko/Vice-President.
2. Selection method and purpose: priority is given to those who have a clear understanding of the Company’s operations and can directly or indirectly

benefit its future operations.

If the subscriber is a legal person shareholder or a top-ten shareholder in terms of shareholding ratio, the relationship with the Company: not applicable.
(IV) Necessity for the private placement:
Reason for not adopting public offering: the Company still needs the injection of working capital and it may not be easy to obtain the required funds in a short time only through public offering. Therefore, it is proposed to raise funds from specific persons through private placement to quickly inject the required funds. In addition, the fact that the board of directors is authorized to handle private placement based on actual needs also effectively improves the mobility and flexibility of fundraising.
This private placement is expected to be divided into one or two instalments; regardless of the number of instalments, the total number of shares to be issued is limited to 20,000,000 shares.
Application of funds: the funds from each instalment is to enrich the working capital, or to meet the funding needs of the Company’s future development.
Expected benefits to be achieved: the expected benefit to be achieved from each instalment is the strengthening of the Company’s financial structure, and improvement of the Company’s operating effectiveness and overall competitiveness.
(V) If it is expected that the private placement installment cannot be completed before the deadline or if there is no plan to continue the private placement installments within the remaining period, but the original plan is still feasible, then it is deemed that the funds for private placement of securities have been fully received.
(VI) Rights and obligations of the private placement securities: according to the Securities and Exchange Act, the ordinary

shares of the private placement shall not be freely transferred for a period of 3 years from the delivery date. After 3 years from the delivery date, the Company plans to apply with the competent authority for listing and trading of the securities in accordance with the relevant provisions of the Securities and Exchange Act. Other than the provisions above, the rights and obligations of the ordinary shares in this private placement are the same as those of the Company’s issued ordinary shares.

(VII) For the private placement securities, it is proposed that the shareholders’ meeting fully authorizes the board of directors to handle related matters within 1 year from the date of resolution of the shareholders’ meeting.
(VIII) The actual issuance price of common shares in this private placement is planned to be no less than 80% of the reference price. In accordance with the provisions of Article 4 of the “Things to Pay Attention to for Publicly Offered Companies to Handle Private Placement of Securities”, Taishin Securities Co., Ltd. has been entrusted. For this private placement of common shares, issue an evaluation opinion on the necessity and rationality of the private placement. (please refer to Attachment 9 on page 50~63 of this manual)
(IX) Regarding the main content of this private placement plan, other than the percentage of private placement, if there is any change due to amendments to relevant laws and regulations or due to the objective environment, it is proposed that the shareholders’ meeting authorizes the board of directors to make amendments according to the situation of the current market.
Please make a resolution.

Resolution:

Election Item

Case 1: (Proposed by the Board of Directors) Proposal: Re-election of directors and independent directors.

Explanation: 1. According to Article 16 of the Company’s “Articles of Incorporation” that the Company’s Directors shall have five to seven Directors. The 12th Board will elect seven Directors (including four Independent Directors). Their three-year term will start from June 26, 2024 (taking office after the general shareholders’ meeting) and conclude on June 25, 2027. The 11th of Directors were dismissed at the 12 th of Directors took office.
In accordance with Article 192-1 of the Company Law and Article 16 of the Company’s “Articles of Incorporation”, directors are selected through a candidate nomination system.

3. List of Directors and Independent Directors candidates:

	Name	Education	Experience	Present position	Name of the government or legal person represented
Director	Sheng, Shao-Lan	Master of Mechanical Engineering, University of Maryland	President, UMAX Computer Corporation President of AVISION Inc.	President of AVISION Inc.	None
Director	Wu, Yung-Chuan	Master of Law, University of Washington Department of Electrical and Mechanical Engineering, National Taiwan University Master’s degree	Chairman, OtO Photonics Inc.	President of OtO Photonics Inc.	None
Director	Shih, Bo-Sheng	Electrical Department from the National Tsing Hua University	Vice president of AVISION Inc.	Vice president of AVISION Inc.	None
Independent Director	Liang, Chiang-Wei	EMBA , National Taiwan University	President, CREATIVE SENSOR Inc. President, ASIA TECH IMAGE Inc.	Independent Director, Ofuna Technology Co., Ltd.	None
Independent Director	Chen, Kuang	Department of Mechanical Engineering, TatungUniversity	Head of Industrial Safety and Health Office, China Steel MachineryCorporation	Independent Director of AVISION Inc.	None
Independent Director	Tsung, Jui-Yao	PhD in Power Mechanical, National Tsing Hua University	Vice Director, Quanta Computer Inc. President, MegaSmart Technology Inc.	Independent director of AVISION Inc.	None
Independent Director	Peng, Ming-Hsiu	Master of Management School from the National Chiao Tung University Master of Business Administration from the Saginaw Valley State University	CEO/CFO/Spokesman/Director of CHAMPION MICROELECTRONIC CORP.	Director of GOMAX ELECTRONICS, Inc. Independent Director of ACM Research( Shanghai), Inc. CEO of Haihua Investment Co., Ltd. Independent Director of MARS SEMICONDUCTOR CORP.	None

Voting Results:

Other Item

Case 1: (Proposed by the Board of Directors) Proposal: To release the non-competition restrictions on newly elected Directors. Explanation: 1. To prevent newly-elected Directors from violating the restrictions of Article 209 of the Company Law by assisting the Company in expanding its business, it is proposed that the newly-elected Directors be approved by the shareholders' meeting and may conduct acts within the scope of the Company's business for themselves or others.

To release the main competitive content of new Directors and Independent Directors. (please refer to Attachment 10 on page 64 of this manual)
Please make a resolution.

Extraordinary Motions

Meeting Adjourned

Attachments 1. Business Report

Avision Inc. 2023 Business Report

The consolidated operating revenue of the Company in 2023 was NT$1,965,189 thousand, a decrease of 30.62% from that in 2022, and the total comprehensive income for the current period was a loss of NT$410,204 thousand. Such a loss is mainly due to the sluggish economy after the epidemic, which led to a decline in sales. However, in the North Asia and Eastern Europe regions where we actively deployed in 2023, sales performance has gradually increased since the fourth quarter, and losses have stopped in the current quarter.

The 2023 operation overview is as follows:

(I) Market Overview:
The global economy experienced various shocks in fiscal year 2023, including inflation in the United States and intensified energy costs due to the conflict between Ukraine and Russia. These factors contributed to subdued demand for general products and delayed equipment replacement by end customers. Despite these challenges, Avision's proactive market expansion efforts in North Asia, Eastern Europe, and the Middle East regions have begun to reflect positively in sales performance.
(II) Overview of Production and Sales:

Avision still has two production sites in Hsinchu, Taiwan and Suzhou of mainland China in 2023. The Suzhou Plant, in particular, is the main production site for printer products. Meanwhile, in light of the macro-environmental changes and market demand increase, the Company is gradually increasing the production ratio of the Hsinchu Plant. In terms of sales, Avision continued to introduce advanced products such as high-speed document scanners and printers capable of printing 40 pages per minute. Despite the global economic impact, Avision's sales have gradually stabilized, particularly with the promotion plans in North Asia and Eastern Europe showing effectiveness in the fourth quarter, leading to an increase in both sales volume and value.

(III) Overview of Research and Development:
Besides constant innovations and advancement in technologies, throughout 2023, Avision continued its efforts in technical innovation and enhancement, particularly in the development of color laser printers and next-generation control chips. Its employees are committed to translating these R&D efforts into sales as quickly as possible, aiming to achieve brighter operational performance and to reward the shareholders' support.
(IV) Financial overview: Please refer to the financial statements attached to this manual.

Chairman: Managerial Officers: Accounting Manager: Sheng Shao-Lan Sheng Shao-Lan Chen Shou-Ching

Attachments 2. Audit Committee Review Report

Audit Committee Review Report

Regarding the Company’s 2023 business report, financial statements and loss compensation proposal, the financial statements have been audited by CPAs Chiang Tsai-Yen and Hsieh Chih-Cheng of PwC Taiwan and an audit report has been issued accordingly. The aforementioned business report, financial statements and loss compensation proposal have been reviewed by the Audit Committee and there is no discrepancy found. Therefore, the report above is submitted for your review and approval in accordance with the provisions of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

To:

The Company’s 2024 General Shareholders’ Meeting

Avision Inc.

Chairman of the Audit Committee: Liang Chiang-Wei

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March 14, 2024

Attachment 3. Information on investments in mainland China

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Attachment 4. Execution of the Company’s Capital Increase and Operating Improvement Plan

Avision Inc.

Execution of the Company’s capital increase and operating improvement plan (shareholders’ meeting)

I. Handled in accordance with the letter of the Financial Supervisory Commission dated November 15, 2022 referenced Jin-Guan-Cheng-Fa No. 1110357814.
II. Summary of operation improvement plan:
The office equipment market has undergone a major transformation in the COVID-19 pandemic period. Avision’s main production base and sales market are in mainland China while marketing in the global market, and the main unfavorable factors and countermeasures in the future are as follows:
- (1) Competitors are all international giants
  - Response measures: The Company continues investing in R&D and innovation. In addition to focusing on the market of laser multi-functional business machines, we have developed products with faster output and higher convenience and work closely with customers to develop products to meet customized needs. The Company’s self-developed printer control chip can not only improve product differentiation such as intelligent copying, but also provide customized services for enterprises, in order to distinguish the product level and improve market competitiveness, and expand market share.
- (2) Labor shortage and rising wages in China
  - Response measures: The Company will improve its degree of automation in response to the continuous increase in wages and erosion of gross profit in China. Our R&D personnel will actively engage in product research and technological innovation, and continuously improve processes and equipment, in order to save labor costs and maintain the market advantage and competitiveness.
Development strategy:
- (1) Increasing the market share in the Chinese market through local production and partnership, well managing risks, and exploring the local printer market in mainland China. Currently, XC has been shortlisted as a printer manufacturer in mainland China

but is unable to develop high-end products in the short term; if there is such a demand, it will do so in the form of OEM. New products developed by Avision in the future will be marketed under its own brand in priority. If there is a demand for XC in the market, Avision with the domestic chip advantage will have a good bargaining chip.

(2) Deeply cultivating customer relationships and establishing “partnerships” in their respective regions and seeking strategic alliances; building more effective sales teams and channels in the post-pandemic period in Europe and the United States, and actively developing customers and markets to create good sales results. Quickly promote the A1 and Rabbit III self-branded printers to Europe, the United States and Taiwan to reduce dependence on the mainland China market.
(3) Apart from Europe and the United States, developing new markets and new customers to diversify regional risks.
(4) Actively establishing distribution channels in various regions, expanding sales channels, manage supply chains and delivering products on time to meet customer needs. In addition to the XC printer market, state-owned enterprises and institutions in various parts of China also have various printer demands. For these price-oriented bidding projects, Avision competes with foreign companies in the capacity of a manufacturer. The Eagle and Rabbit III series are competitive and the own-brand sales in mainland China will mainly focus on these two series of products.
(5) Allying with channel distributors to stimulate self-help copying business.
(6) Better managing corporate assets and liabilities to more efficiently utilize assets.

III. Status of implementation in 2023:

Unit: NTD thousand

2023	Full-year actual	Full-year estimate	Full-year difference	Full-year difference ratio
Operatingrevenue	1,965,189	3,219,790	(1,254,601)	(38.97%)
Operating profit margin	388,925	728,890	(339,965)	(46.64%)
Grossprofit margin	19.79%	22.64%	(2.85%)	(12.59%)
Operatingexpenses	(811,811)	(714,625)	(97,186)	(13.60%)
Operating profit & loss	(422,886)	14,264	(437,150)	(3,064.71%)
Non-operating revenues and expenses	16,170	6,496	9,674	148.92%
Net income before tax	(406,716)	20,761	(427,477)	(2,059.04%)

During fiscal year 2023, the global landscape experienced a series of impactful events. From the Federal Reserve's decision to raise interest rates to the ongoing trade tensions between the US and China, coupled with escalating geopolitical conflicts such as the

Ukraine-Russia dispute and turmoil in the Middle East, and the notable downturn in the mainland China property market. These factors collectively resulted in a postponement of equipment upgrades among companies and their clientele. Many entities adjusted their inventory levels accordingly. Nevertheless, amidst these challenges, markets in North Asia, Eastern Europe, and the Middle East gradually showed signs of improvement, positively impacting our sales performance.

Avision is not focusing on OEM, but emphasizes continuous investment in new products. To meet the potential demand in the post-pandemic era and strengthen the quality of key products. the R&D expenses are still higher than expected; in addition, a provision was made for bad debts in the fourth quarter, resulting in an impairment of about NT$50 million that was not estimated in advance. Operating expenses increased by 13.60% compared with the estimated amount.
Our strategic initiatives encompass heightened investment in R&D, strategic adjustments to our sales portfolio, and an aggressive pursuit of market share through the promotion of high-margin products. Our overarching objective remains achieving sustainable profitability. With market conditions showing signs of stabilization post-pandemic and our concerted efforts in customer acquisition, we remain steadfast in our endeavor to achieve a balanced financial performance.

Attachment 5. Execution of the Company’s Private Placement of Ordinary Shares

The Company executed the private placement of securities according to the resolution of the board meeting on March 23, 2023, and the shareholders’ meeting also approved on June 16, 2023 a capital increase in cash with the issuance of 20,000,000 ordinary shares through private placement.
The purpose of the funds is to replenish the working capital, repay bank loans or meet the capital demand for future development, in order to strengthen the financial structure, and improve the operation outcome and overall competitiveness of the Company.
On June 20, 2023, the board meeting approved the private placement price of NT$8.08 per share; on June 30, 2023, a total of NT$30,001,040 was paid in full for 3,713,000 ordinary shares.
The private placement funds were fully used to enrich the working capital in the third quarter of 2023 as planned after being fully collected.
According to Article 6 of the Directions for Public Companies Conducting Private Placements of Securities, the Company has entered information related to the private placement securities in the private placement section of the MOPS.
For the remaining amount for this private placement case, due to the inability to obtain suitable subscribers, the board meeting on May 14, 2024 decided not to continue with the private placement plan.

Attachment 6. Independent Auditors’ Report and 2023 consolidated financial statements

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Attachment 7. Independent Auditors’ Report and 2023 individual financial statements

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Attachment 8. Loss Compensation Schedule

Avision Inc.

Loss Compensation Schedule

2023

Unit: In New Taiwan Dollars

Item	Amount
Loss pending compensation at the beginning of period Minus: 2023 loss after tax Minus: Amount of items other than current after-tax profit that are included in the current year’s undistributed earnings - capital increase in cash Minus: Amount of items other than current after-tax profit that are included in the current year’s undistributed earnings - capital increase in cash Loss pending compensation at the end of the period	(924,845,787) (404,722,682) (7,128,960) (1,048,350)
	(1,337,745,779)

Item

Amount

Loss pending compensation at the beginning of
period
Minus: 2023 loss after tax
Minus: Amount of items other than current
after-tax profit that are included in the
current year’s undistributed earnings -
capital increase in cash
Minus: Amount of items other than current
after-tax profit that are included in the
current year’s undistributed earnings -
capital increase in cash
Loss pending compensation at the end of the
period

(924,845,787)
(404,722,682)
(7,128,960)
(1,048,350)

(1,337,745,779)

Chairman: Managerial Officers: Accounting Manager: Sheng Shao-Lan Sheng Shao-Lan Chen Shou-Ching

Attachment 9. Securities Underwriters’ Evaluation Opinion on the Necessity and Reasonableness of private placement of ordinary shares

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Attachment 10. Proposal of release the Prohibition on Directors and Independent Directors from participation in Competitive Business

Director`’`s name	Concurrent company name	Concurrent company position
Sheng, Shao-Lan	Avision (Suzhou) Co., Ltd. Avision Digital Office Equipment (Shanghai) Trading Co., Ltd. Quantum Investment Co.,Ltd.	Chairman Chairman Chairman
Wu,Yung-Chuan	OtO Photonics Inc.	President

Independent Director`’`s name	Concurrent company name	Concurrent company position
Liang, Chiang-Wei	Yifeng Venture Capital Co., Ltd. Ofuna TechnologyCo.,Ltd.	Director Independent Director
Peng, Ming-Hsiu	GOMAX ELECTRONICS, INC. Haihua Investment Co., Ltd. ACM Research( Shanghai), Inc. MARS SEMICONDUCTOR CORP.	Director CEO Independent Director Independent Director

Appendix 1: Rules of Procedure for Shareholders’ Meeting

Avision Inc. Rules of Procedure for Shareholders’ Meeting

I. The shareholders’ meetings of the Company shall be conducted in accordance with these Rules.
II. The term “shareholder” as used herein means the shareholder himself/herself and the proxy appointed by the shareholder.
III. Unless otherwise provided by law or regulation, the Company’s shareholders meetings shall be convened by the Board of Directors.
Changes to how the Company convenes its shareholders’ meeting shall be resolved by the Board of Directors, and shall be made no later than mailing of the shareholders’ meeting notice.

The Company shall prepare electronic versions of the shareholders’ meeting notice and proxy forms and the origins of and explanatory materials related to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders’ meeting or before 15 days before the date of a special shareholders’ meeting. The Company shall prepare electronic versions of the shareholders’ meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders’ meeting. If, however, the Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholdings of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders’ meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders’ meeting. In addition, before 15 days before the date of the shareholders’ meeting, the Company shall also have prepared the shareholders’ meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby.

The Company 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:

For physical shareholders’ meetings, to be distributed on-site at the meeting.
For hybrid shareholders’ meetings, to be distributed on-site at the meeting and shared in form of electronic files on the virtual meeting platform.

For virtual-only shareholders’ meetings, electronic files shall be shared on the virtual meeting platform.

The reasons for convening a shareholders’ meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

The election or dismissal of directors, change of articles of incorporation, reduction of capital, application for suspension of public offering, permission for directors to compete for business, transfer of capital from surplus, transfer of capital from provident fund, dissolution, merger, demerger or division of the Company or the matters set forth in Paragraph 1 of Article 185 of the Company Act, Article 26-1 and 43-6 of the Securities and Exchange Act, Article 56-1 and Article 60-2 of the Guidelines Governing the Offering and Issuance of Marketable Securities by Issuers, shall be listed in the cause of convocation and the main contents thereof shall be stated, and shall not be raised by extraordinary motion.

Where a re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders’ meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders’ meeting. The number of items so proposed is limited to one only and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any sub-paragraph of paragraph 4, Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda.

A shareholder may propose a recommendation for urging the Company to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders’ meeting, the Company shall inform

the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders’ meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

IV. For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy’s authorization.

A shareholder may issue only one proxy form and appoint only one proxy and shall deliver the proxy form to the Company before five days before the date of the shareholders’ meeting. When duplicate proxy forms are delivered, the one received the earliest shall prevail, unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to the Company, 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 the Company 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 the Company, a shareholder who wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to the Company 2 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.

V. The venue for a shareholders’ meeting shall be the premises of the Company or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
A shareholders meeting convened by the Company via video conferencing is not subject to the preceding convening location restriction.
VI. The Company shall specify in its shareholders’ meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (hereinafter referred to collectively as the “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 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.

Shareholders shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting slips and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

In the event of a virtual shareholders’ meeting, shareholders wishing to attend the meeting online shall register with the Company 2 days before the meeting date.

In the event of a virtual shareholders’ meeting, the Company 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.

VI-1. When the Company convenes a video shareholders’ meeting, the following matters shall be set forth in the notice:
How shareholders attend the virtual meeting and exercise their rights.
II. The handling of obstacles caused by natural disasters, incidents or other force majeure events to the video conference platform or video participation includes at least the following matters:
- (1) 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.
- (2) Shareholders not having registered to attend the affected virtual shareholders’ meeting shall not attend the postponed or resumed session.
- (3) In case of a hybrid shareholders’ meeting, when the virtual meeting cannot be continued, 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 shareholders’ 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.

  - (4) Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.

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.
VII. If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise his/her power and authority the Vice Chairman to act as a proxy thereof; if there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise his/her power and authority, the Chairman shall appoint one of the Managing Directors to act as chair, or, if there are no Managing Directors, one of the Directors shall be appointed to act as chair. Where the Chairman does not make such a designation, the Managing Directors or the Directors shall select from among themselves one Director as a proxy thereof.

When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for 6 months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair.

It is advisable that shareholders’ meetings convened by the Board of Directors be chaired by the chairman of the Board in person and attended by a majority of the directors, at least one Audit Committee member in person and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

VIII.The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders’ meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one 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, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.

The information and audio and video recording in the preceding paragraph shall be properly kept by the Company 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, the Company is advised to audio and video record the back-end operations interface of the virtual meeting platform.

IX. 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 on the virtual meeting platform, 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 1 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, the Company 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 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 1 month. In the event of a virtual shareholders’ meeting, shareholders intending to attend the meeting online shall re-register to the Company 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.

X. If a shareholders meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

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

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

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote and schedule sufficient time for voting.

XI. Before speaking, a 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 shareholder that has the floor; the chair shall 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, 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.

XII. Voting at a shareholders meeting shall be calculated based the number of shares.

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares that may not exercise voting rights in the preceding paragraph shall not be counted in the number of voting rights of shareholders present.

Except for a trust business or a stock agency approved by the competent securities authority, if a person is appointed by more than two shareholders at the same time, the voting rights of the proxy shall not exceed 3% of the total voting rights of the issued shares, and the voting rights in excess shall not be counted.

XIII. Shareholders have one vote per share; However, this does not apply to those who are restricted or have no voting rights listed in Paragraph 2 of Article 179 of the Company Act.

When the Company convenes the shareholders’ meeting, it shall exercise its voting rights electronically and in writing; When shareholders exercises voting rights in writing or electronically, the method of exercise shall be set forth in the notice of convening the shareholders’ meeting. Shareholders who exercise their voting rights in writing or electronically shall be deemed to have attended the shareholders’ meeting in person. They are deemed to have abstained from the provisional motion and the amendment to the original motion for that shareholders’ meeting, and therefore the Company is advised to refrain from proposing the provisional motion and the amendment to the original motion.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company 2 days before the date of the shareholders’ meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail. However, this does not apply if the previous expression is withdrawn.

After a shareholder has exercised his or her voting rights in writing or electronically, if he or she wishes to attend the shareholders’ meeting in person or by video, he or she shall revoke the expression of the exercise of voting rights in the preceding paragraph in the same manner as the exercise of voting rights 2 days before the shareholders’ meeting; In the event

of revocation exceeds the time limit, the voting rights exercised in writing or electronically shall prevail. If the voting rights are exercised in writing or electronically and the proxy is entrusted to attend the shareholders’ meeting with a power of attorney, the voting rights exercised by proxy shall prevail.

Except as otherwise provided in the Company Act and the Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of voting, the chairman or his designee shall announce the number of voting rights of the shareholders present case-by-case, and the shareholders shall vote case-by-case, and on the day of the shareholders’ meeting, the results of the shareholders’ approval, opposition and abstention shall be entered into the Public Information Observatory.

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 a vote. When anyone 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 the Company.

The counting of votes for voting or election proposals at the shareholders’ meeting shall be carried out in a public place in the shareholders’ meeting venue, and the voting results, including the weights of statistics, shall be announced on the spot after the counting of votes is completed, and a record shall be made.

When the Company convenes a shareholders’ meeting by video conference, the shareholders participating by video shall vote on each motion and election motion through the video conference platform after the chairman announces the opening of the meeting, and shall complete the voting before the chairman announces the closing of the voting, and any delay shall be deemed as abstention.

Suppose a shareholders’ meeting is held via a video conferencing method. In that case, the votes shall be counted once the chair announces the voting is closed, and the voting and election results shall be announced.

When the Company convenes a video-assisted shareholders’ meeting, shareholders who have registered to attend the shareholders’ meeting by video in accordance with Article 6 and wish to attend the physical shareholders’ meeting in person shall deregister in the same manner as they registered 2 days prior to the shareholders’ meeting; if they deregister beyond the time limit, they may attend the shareholders’ meeting by video only.

If a shareholder exercises his or her voting rights in writing or electronically and does not revoke his or her intention, and participates in the shareholders’ meeting by video, he or she

may not exercise his or her voting rights on the original motion or propose amendments to the original motion or exercise his or her voting rights on amendments to the original motion, except for a temporary motion.

XIV. In the event of an election of directors at the shareholders’ meeting, the election results shall be announced on the spot, including the list of elected directors and the number of votes they received, as well as the list of unsuccessful directors and the number of votes they received.

The election ballots for the aforementioned election shall be sealed and signed by the scrutineers and kept in a safe place for at least one year. However, if a lawsuit is filed by the shareholders’ meeting in accordance with Article 189 of the Company, it shall be kept until the end of the lawsuit. The related information shall be kept until the end of the lawsuit.

XV. The matters resolved at the shareholders’ meeting shall be made into a meeting minutes, signed or sealed by the chairman, and shall be distributed to the shareholders within 20 days after the meeting. The production and distribution of the meeting minutes shall be done electronically.

For the distribution of the above meeting minutes, the Company may use the Public Information Observatory to make an announcement.

The meeting date, month, day, place, name of the chairman, method of resolution, main points of the proceedings, and voting results (including the number of votes) shall be recorded, and when there is an election of directors, the number of votes received by each candidate shall be disclosed. The meeting minutes shall be retained permanently for the duration of the Company’s existence.

If a shareholders’ meeting is convened by video, the meeting minutes shall include, in addition to the matters required to be recorded in the preceding paragraph, the starting and ending time of the shareholders’ meeting, the manner in which the meeting is convened, the names of the chairman and the recorder, and the manner and circumstances under which the video conference platform or participation by video obstructed due to natural disasters, events or other force majeure circumstances.

When the Company convenes a video shareholders’ meeting, in addition to the provisions of the preceding paragraph, it shall specify in the meeting minutes the alternative measures provided to shareholders who have difficulties in participating in meeting by video.

XVI. The number of shares solicited by the requester, the number of shares represented by proxy, and the number of shares attended by shareholders in writing or electronically shall be clearly disclosed in the shareholders’ meeting venue on the date of the shareholders’ meeting in a statistical form prepared in accordance with the prescribed format; if the shareholders’ meeting is held by video, the Company shall upload the aforementioned information to the

video conference platform of the shareholders’ meeting at least 30 minutes before the start of the meeting and continue to disclose it until the end of the meeting.

When the Company convenes a video conference for shareholders, the total number of shares of shareholders present shall be disclosed on the video conference platform when the conference is announced. The same applies if the total number of shares and voting rights of shareholders present at the meeting is otherwise counted.

If a resolution at a shareholders’ meeting is a material information required by law or by the Taiwan Stock Exchange Corporation, the Company shall transmit the content to the Market Observation Post System within the limited time.

XVII. The staff serving on the shareholders’ meeting shall wear identity certificates or arm-bands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel are present to help maintain order, they should wear armbands or identification cards.

If the meeting place is equipped with sound amplifying equipment, the chairman may stop the shareholders from speaking unless they are using the equipment equipped by the Company.

If a shareholder disobeys the chairman’s correction for violating the rules of procedure and obstructs the proceedings of the meeting, the chairman may direct the inspector or the security officer to ask him/her to leave the meeting.

XVIII. While a meeting is in progress, the chairman may declare a break at an appropriate time or, in the event of irresistible events, the chairman may suspend the meeting temporarily and, as the case may be, declare the time for resumption of the meeting.

If the meeting venue cannot be used until the agenda and proceedings of the shareholders’ meeting (including temporary motions) are completed, the shareholders’ meeting shall resolve to find another venue to continue the meeting.

The shareholders’ meeting shall, in accordance with the provisions of Article 182 of the Company Act, resolve to adjourn or renew the meeting within 5 days.

XIX. If a shareholders’ meeting is held by video, the Company shall disclose the voting results of each motion and election results on the video conference platform of the shareholders’ meeting immediately after the close of voting in accordance with the regulations, and shall continue to do so for at least 15 minutes after the meeting is adjourned by the chairman.
XX. When the Company holds a video shareholders’ meeting, the chairman and the recorder shall be present at the same place in the country, and the chairman shall announce the address of such place at the time of the meeting.

XXI. If a shareholders’ meeting is held by video, the Company may provide a simple connection test for shareholders before the meeting and provide related services immediately before and during the meeting to assist in handling technical problems of communication.

If a shareholders’ meeting is convened by video, the chairman shall, at the time of announcing the meeting, separately announce that, except for the circumstances specified in paragraph 4, Article 44-20 of the Guidelines Governing the Administration of Shareholder Services of Public Companies that do not require the adjournment or continuation of the meeting, if, before the chairman announces the adjournment of the meeting, an obstacle to participation on the video conference platform or by video occurs due to a natural disaster, an event or other force majeure that lasts for more than 30 minutes, the date of the meeting shall be adjourned or renewed within 5 days, and the provisions of Article 182 of the Company Act shall not apply.

In the event of the preceding paragraph, the meeting shall be postponed or resumed, and shareholders who have not registered to participate in the original shareholders’ meeting by video shall not participate in the postponed or resumed meeting.

For shareholders who have registered to participate in the original shareholders’ meeting by video and completed the registration, and those who have not participated in the postponed or resumed meeting, the number of shares, voting rights and voting rights exercised at the original shareholders’ meeting of them shall be included in the total number of shares, voting rights and voting rights of shareholders attending the postponed or resumed meeting.

If the shareholders meeting is postponed or reconvened according to the provisions of the paragraph 2, there is no need to re-discuss and resolve on the motions for which polling and counting have been completed and the voting results or the names of the directors elected have been announced.

Suppose a video-assisted shareholders meeting held by the Company cannot continue due to issues described in Paragraph 2. In that case, the shareholders’ meeting shall continue if the total number of shares in attendance still reaches the statutory quota for the shareholders’ meeting resolution after deducting the number of shares attending the shareholders meeting by video. There is no need to postpone or reconvene the meeting according to Paragraph 2.

In the event that the meeting shall continue in the event of the preceding paragraph, the number of shares present at the shareholders’ meeting shall be included in the total number of shares of the shareholders present in the event that the meeting shall be continued in the event of the preceding paragraph, but they shall be deemed to have abstained in respect of all the proposals of the meeting.

If the shareholders meeting’ is postponed or reconvened according to the provisions provided by Paragraph 2, the relevant preparatory work according to the original shareholders’ meeting date and the relevant provisions shall be implemented in accordance with the Paragraph 7, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

During the period specified in the latter paragraph 3 of Article 12 and Article 13 of the rules for the use of power of attorney for shareholders’ meetings of a publicly offered company, and the second paragraph 2 of Article 44-5, Article 44-15 and paragraph 1 of Article 44-17, Paragraph 1 of the Guidelines Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or resume the date of the shareholders’ meeting in accordance with the provisions of Paragraph 2.

XXII. If the Company convenes a shareholders meeting via video conferencing, appropriate alternatives shall be provided for shareholders who have difficulty attending the shareholders meeting via video conferencing.
XXIII. The Rules shall be implemented after approval by the shareholders meeting, and the same shall apply to its amendments.

These Rules were amended at the shareholders’ meeting held on June 10, 2015. These Rules were amended at the shareholders’ meeting held on June 18, 2021. These Rules were amended at the shareholders’ meeting held on June 16, 2023.

Appendix 2: Articles of Incorporation

Avision Inc. Articles of Incorporation

Chapter 1 General Rules

Article 1 The Company is organized in accordance with the provisions of the Company Act on companies limited by shares, and is named “Avision Inc.”

Article 2 The scope of business of the Company shall be as follows:
I. CB01020 Affairs Machine Manufacturing,
- CC01060 Wired Communication Mechanical Equipment
  - Manufacturing.
- CC01101 Controlled Telecommunications Radio-Frequency
  - Devices and Materials Manufacturing.
- CC01110 Computer and Peripheral Equipment Manufacturing.
- CE01030 Optical Instruments Manufacturing.
- CF01011 Medical Devices Manufacturing.
- F401010 International Trade.
- F401021 Restrained Telecom Radio Frequency Equipments and Materials Import.
- F108031 Wholesale of Medical Devices.
- F208031 Retail Sale of Medical Apparatus.

Research, development, production, manufacturing and sales of products in the left column:

Digital photocopy machine
Multi-function office machine
Electronic whiteboard
Fast paper feeding/paging system
Scanning module
High resolution film/image scanner
High-end printer
Digital projector
Fax machine and assemblies
Optical engine/module
Wi-Fi version of handheld mobile scanner
Blood analyzer
Capsule endoscopy system and data reader
II. Technical consultation and service related to the aforementioned products.
III. Concurrent import and export trading businesses related to the

business scope of the Company.

Article 2-1 The Company’s reinvestments is not subject to the restriction stipulated in Article 13 of the Company Act that the total investment amount shall not exceed 40% of the paid-in capital. Article 3 The Company has its head office located in the Hsinchu Science Park in Taiwan, Republic of China. If necessary, branch offices may be established at home and abroad with the resolution of the board and the approval of the competent authority. Article 4 The public announcement method of the Company shall be handled according to Article 28 of the Company Act. Article 4-1 The Company may provide external endorsements and guarantees in accordance with the “Procedures for Fund Lending and Endorsements and Guarantees.”

Chapter 2 Share Article 5 The total capital of the Company shall be NTD 3,000,000,000 divided into 300,000,000 shares, at a par value of NTD 10, and the Board of Directors is authorized to perform share issuance at discrete times. Within the total amount of capital referred to in the preceding paragraph, NT$400 million shall be reserved for the issuance of employee stock option certificates, totaling 40 million shares at NT$10 per share, which may be issued in installments based on board resolutions.
Article 5-1 The objects to whom the Company transfers the shares bought back in accordance with laws and regulations may include employees of controlled or affiliated companies who meet certain conditions.
- The objects to whom the Company issues employee stock option certificates in accordance with laws and regulations may include employees of controlled or affiliated companies who meet certain conditions. The employees who may subscribe to new shares in accordance with the Company Act may include employees of controlled or affiliated companies who meet certain conditions.

The employees who may subscribe to new shares with restricted employee rights in accordance with the Company Act may include employees of controlled or affiliated companies who meet certain conditions.

Article 6 The Company’s shares are registered and issued after being certified by the competent authority or its approved issuance registration agency. The shares issued by the Company are exempt from printing and should be registered with a securities central depository institution. Article 7 (deleted).

Article 8 (deleted). Article 9 Any change and transfer registration of shares shall be prohibited within 60 days prior to the ordinary shareholders’ meeting, 30 days prior to the extraordinary shareholders’ meeting, or 5 days prior to the record date for the distribution of dividends or bonuses or other benefits by the Company.

Chapter 3 Shareholders’ Meeting

Article 10 The Company’s shareholders’ meetings are divided into the following two types:

I. The regular meeting of shareholders that shall be convened within 6 months after close of each fiscal year by the Board of Directors.
II. The special meeting of shareholders that is held when necessary by the Board of Directors.

The meeting method of the Company’s shareholders’ meeting, if resolved by the board meeting, can be physical shareholders’ meeting aided with video, video shareholders’ meeting or other methods announced by the central regulatory authority.

However, if a meeting is held via video conference, shareholders attending the meeting through video conference shall be deemed to attend the meeting in person.

Article 11 A shareholders’ meeting shall be chaired by the chairman. When the chairman of the Board is on leave or for any reason unable to exercise the powers of the chairman, one of the directors shall be appointed to act as chair. Where the chairman does not make such a designation, the directors shall select from among themselves one person to serve as chair. If a shareholders’ meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
Article 12 A meeting notice specifying the date, location and reasons for convening a shareholders meeting shall be sent to all shareholders before 30 days before the date of a regular shareholders’ meeting or before 15 days before the date of a special shareholders’ meeting.
Article 13 Where a shareholder for any reasons cannot attend a shareholders’ meeting in person, the shareholder may appoint a proxy to attend the shareholders’ meeting by providing the signed or sealed proxy form issued by the Company and stating the scope of the proxy’s authorization.
Article 14 (Deleted).
Article 15 Except as otherwise provided in the related laws and regulations, the passage

of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders at a meeting attended by shareholders who represent a majority of the total number of issued shares. Article 15-1 A shareholder shall be entitled to one vote for each share held, except when the shares are deemed non-voting shares under Article 179 of the Company Act.

Chapter 4 Directors and managerial officers

Article 16 The Company shall have 5-7 directors with a 3-year term of office. Among the aforementioned directors, the number of independent directors shall be no less than 2, and shall be no less than one fifth of the total number of directors.
In the process of electing directors, the number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a director elect.
Election of directors shall adopt the candidate nomination measure provided in Article 192 of the Company Act, and directors shall be elected from among the list of candidates for directors by the shareholders’ meeting. Matters regarding method of nomination and public announcement shall be subject to the rules prescribed by the Company Act and Securities and Exchange Act. Independent and non-independent directors shall be elected at the same time, but in separately calculated numbers.
Functional Committees supervised by the Board of Directors of the Company may be formed, and rules and regulations governing duties of each functional committee shall be adopted and enacted upon the approval of the Board of Directors.

The Audit Committee that is composed of all independent directors shall perform its duties pursuant to Article 14-4 of the Securities and Exchange Act.

With regard to the duties performed by the Company’s directors, whether the Company records a profit or loss, payments of compensation to directors, determined by the Board of Directors based on the industrial standards and to the extent of the maximum salary set in the Company’s regulations governing the approval of salary, may be made. If the Company records a profit, remuneration shall be allocated in accordance with Article 27 herein.
Article 16-1 The Company may obtain liability insurance to reduce the risk of

shareholder or related-party lawsuits for directors arising from performing their duties. Article 17 (Deleted). Article 18 The Board of Directors shall elect a chairman of the Board of Directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The Chairman shall represent the Company externally. Article 19 Meetings of the Board of Directors shall be convened by the chairman of the Board of Directors. The majority or more of the directors may, by filing a written proposal the subjects for discussions and the reasons, request the chairman to convene a meeting of the Board of Directors. If the chairman of the Board of Directors fails to convene a Board meeting within 15 days after the filing of the request, the majority or more of the directors may convene a meeting of Board of Directors on their own. Unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. Article 20 The chairman of the Board of Directors shall preside the meeting of the Board of Directors. In case the chairman of the Board of Directors is on leave or cannot exercise his or her power and authority for any cause, the chairman of the Board of Directors shall designate one of the directors to act on his or her behalf. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the Board of Directors. Each director shall attend the meeting of the Board of Directors in person; if attendance in person is not possible, they may, appoint another director to attend as their proxy. A proxy under preceding paragraph may accept a proxy from one person only. Article 21 The reasons for calling a Board of Directors meeting shall be notified to each director at least seven days in advance. In emergency circumstances, however, a meeting may be called on shorter notice. The notice for the convention of Board of Directors’ meeting of the Company may be made in writing, e-mail or facsimile method to inform all Directors. Article 22 (Deleted). Article 23 The Company shall have one president and several vice presidents and the appointment and discharge of the president shall be decided by a resolution to be adopted by a majority vote of the directors. The appointment and dismissal of vice presidents shall be proposed by the president and decided by a resolution to be adopted by a majority vote of the directors. Article 24 The president shall manage the Company in accordance with resolutions

adopted by the Board of Directors.

Chapter 5 Accounting

Article	25	The fiscal year for the Company shall be from January 1 to December 31.
		Annual closing of books shall be made at the close of each fiscal year.
Article	26	Pursuant to Article 228 of the Company Act, at the close of each fiscal year,
		the Board of Directors shall prepare the following statements and records
		and shall forward the same to the Audit Committee not later than the 30th
		day prior to the meeting date of a general meeting of shareholders and
		submit the Audit Committee’s examination report to the shareholders’
		meeting for ratification.
		I. Business Report.
		II. Financial statements.
		III. Earnings distribution or loss make-up proposal.
Article	26-1	If the Company has a profit for a fiscal year, 6% of the profit shall be
		appropriated as the remuneration of employees, and no more than 2% of the
		profit shall be appropriated as the remuneration of directors. However,
		where the Company still has accumulated losses, amount shall be reserved
		for making up the accumulated loss first.
		The remuneration to employees may be in the form of stock or cash and the
		recipients may include the employees of companies controlled by or
		affiliated to the Company meeting certain criteria that are to be set by the
		Board of Directors.
		The proposal for distribution of remunerations of employees and directors
		shall be approved through the resolution of a board of directors’ meeting
		attended by more than two-thirds of the directors and the consents of a
		majority of attending directors, and shall also be reported to the
		shareholders’ meeting.
Article	27	When the Company has surplus earnings after the final account of a fiscal
		year, amount shall beappropriatedto pay profit-seeking business taxes, make
		up accumulated losses, and set aside 10% as the legal reserve; however,
		when the legal reserve has reached the total paid-in capital, such restriction
		shall not be applied. In addition, special reserve is appropriated or reversed
		according to the regulatory requirements or shareholders’ meeting resolution.
		For the remaining balance plus the accumulated undistributed earnings of
		previous year, limited to 5%~70%, the board of directors shall reach a
		resolution on the distribution proposal for submitting to the shareholders’
		meeting for approval on the distribution of shareholders’ bonuses.
Article	27-1	The industrial environment of the Company changes and the corporate’s

lifecycle is under the stable growth stage. Based on the consideration of the Company’s future capital demand and long-term financial planning and seeking the maximum interest for shareholders, the Company’s dividend policy will be made based on the future capital expense budge and capital demand status of the Company, in order to determine the share dividend and cash dividend distribution ratios. The Company’s dividend policy complies with the aforementioned principles for the distribution; however, when there is distribution of cash dividends, the total of the cash dividend distribution shall be between 10% and 100% of the total dividends.

The Company may propose the earnings distribution or loss make-up at the close of each half fiscal year in accordance with the Company Act. While distributing earnings, the Company shall estimate and reserve the taxes and dues to be paid, the losses to be covered and the legal reserve to be set aside. If such earnings are distributed in the form of cash, it shall be approved by a meeting of the Board of Directors; if in the form of new shares to be issued by the Company, the issuance shall be approved by a resolution adopted by the shareholders meeting in accordance with relevant laws and regulations.

Article 27-2 The Company authorizes the distributable dividends and bonuses in whole or in part may be paid in cash in accordance with Paragraph 5, Article 240 of the Company Act, and the legal reserve and capital reserve in whole or in part be paid in cash in accordance with Article 241 of the same Act after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors. Such a resolution shall be subsequently reported in a shareholders’ meeting.
Article 28 Only the shareholders recorded in the Company’s register of shareholders within 5 days prior to the record date of dividends and bonuses are entitled to dividends distribution.
Article 29 The Company’s organizational charters and operational regulations are adopted separately.
Article 30 Any matters not specified in this Article of Incorporation shall be handled in accordance with the provisions of the Company Act.
The original Articles of Incorporation was established on April 3, 1991. The
first amendment was made on October 23, 1991; The second amendment was made on April 24, 1994. The third amendment was made on April 20, 1996. The fourth amendment was made on April 19, 1997. The fifth amendment was made on April 25, 1998. The sixth amendment was made on May 26, 1999. The seventh amendment was made on May 17, 2000. The eighth amendment was made on May 17, 2000. The ninth amendment was

made on May 4, 2001. The tenth amendment was made on June 6, 2002. The eleventh amendment was made on June 3, 2003. The twelfth amendment was made on June 15, 2004. The thirteenth amendment was made on June 14, 2005. The fourteenth amendment was made on June 14, 2006. The fifteenth amendment was made on June 13, 2007. The sixteenth amendment was made on June 13, 2008. The seventeenth amendment was made on June 9, 2010. The eighteenth amendment was made on June 10, 2011. The nineteenth amendment was made on June 12, 2012. The twentieth amendment was made on June 13, 2013. The twenty first amendment was made on June 12, 2014. The twenty second amendment was made on June 15, 2016. The twenty third amendment was made on June 7, 2017. The twenty fourth amendmentwas made on April 12, 2019. The twenty fifth amendment was made on June 15, 2022. The twenty sixth amendment was made on June 16, 2023. The Articles of Incorporation shall come into effect upon the amendment and approval by the shareholders’ meeting.

Appendix 3: Procedures for Election of Directors

Avision Inc.

Director Election Method

Article I The Company's directors shall be elected in accordance with these Regulations. Article II The Company's directors are elected at the shareholders' meeting.

Article III The Company adopts the "Candidate Nomination System" for the election of Directors. Shareholders elect from the list of candidates (hereinafter referred to as the "Candidates") announced by the Company. The cumulative voting method is adopted by the Company for the election of directors. In the process of electing directors, the number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a director elect. Independent and non-independent directors shall be elected at the same time, but in separately calculated numbers. The names of the voters may be printed on the ballots and the attendance card numbers may be substituted.
Article IV The voting rights of independent directors and non-independent directors are calculated separately according to the number of directors required by the Articles of Incorporation, and the candidate with the largest number of votes is elected in descending order. The candidates receiving the same number of votes shall draw lots to determine the election. The candidates not in attendance shall draw lots on behalf of the chair.
Article V At the beginning of the election, the chair shall appoint a number of ballot scrutineers and tally clerks to monitor the counting of votes.
Article VI The ballot boxes shall be prepared by the Company and publicly checked by the vote monitoring personnel before voting commences.
Article VIIA voter may select one candidate from the list of "candidates" compiled by the Company in the "candidate" column of each ballot. However, this does not apply to shareholders exercising their voting rights electronically.
Article VIII A ballot is invalid if one of the following occurs:
The ballot is not used in accordance with these Regulations.
Blank ballots are placed in the voting cabinet.
The handwriting is illegible and indecipherable.
In addition to the name of the candidate and its shareholder account number or ID card number, other words, symbols, or unknown things are entered.
Ballots that have not been placed in the ballot box.
There are two or more candidates selected.
The name of the candidate is the same as that of other shareholders, but the account number is not filled in; the name of the candidate is filled in but without the

shareholder's account number or ID Card number for identification.

The total number of voting rights cast by the voters exceeds the total number of voting rights held by the voters.

Article IX The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation shall be announced by the chair on the site.

Article X The Board of Directors will issue a notice to the elected directors.

Article XI Matters not provided for in these Procedures shall be handled in accordance with the Company Act and other relevant laws and regulations.

Article XIIThese Procedures, and any amendments hereto, shall be implemented upon the approval of the Shareholders' Meeting.

(These Procedures passed by the shareholders' meeting on June 10, 2015)

(These Procedures passed by the shareholders' meeting on June 7, 2017)

(These Procedures passed by the shareholders' meeting on July 12, 2021)

(These Procedures passed by the shareholders' meeting on June 15, 2022)

Appendix 4: Number of shares held by all Directors

Avision Inc.

Number of shares held by all directors and minimum number of shares to be held

I. The number of shares of the current directors of the Company are as follows:
The Company has paid-in capital of NT$2,169,340,840 and issued 216,934,084 shares of common stock.
The minimum number of shares required to be held by all directors under Article 26 of the Securities and Exchange Act is 12,000,000 shares.
The number of shares held by all directors of the Company has reached the statutory percentage standard.
The Company has an audit committee, so there is no statutory shareholding for supervisors.
II. The number of shares held by all directors as of the date of cessation of transfer at the regular shareholders’ meeting held on April 28, 2024 is as follows:

		As of April 28,2024	As of April 28,2024
Title	Name	As of the date on which the shareholders’ meetingceases to transfer theproperty
		Number of shares held as recorded in the register of shareholders	Holding ratio (%)
Chairman	ShengShao-Lan	16,870,300	7.78
Director	Wu Yung-Chuan	39	0.00
Independent Director	LiangChiang-Wei	-	0.00
Independent Director	Wen Mu-Jung	-	0.00
Independent Director	Chen Kuang	-	0.00
Independent Director	TsungJui-Yao	-	0.00
Total		16,870,300	7.78

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AVISION — AGM Information 2024

52044_rns_2024-07-03_cb33cac9-778e-4463-8d4e-91144948338b.pdf

AVISION INC.

COLOR PRINTER

Table of Contents

Avision Inc.

2024 Annual General Meeting Procedure

Avision Inc. Agenda of 2024 General Shareholders’ Meeting

XI. Extraordinary Motions:

XII. Meeting Adjourned:

Report Items

Ratification Items

Discussion Items

Election Item

3. List of Directors and Independent Directors candidates:

Voting Results:

Other Item

Extraordinary Motions

Meeting Adjourned

Attachments 1. Business Report

Avision Inc. 2023 Business Report

Attachments 2. Audit Committee Review Report

Audit Committee Review Report

Attachment 3. Information on investments in mainland China

Attachment 4. Execution of the Company’s Capital Increase and Operating Improvement Plan

Avision Inc.

Execution of the Company’s capital increase and operating improvement plan (shareholders’ meeting)

III. Status of implementation in 2023:

Attachment 8. Loss Compensation Schedule

Avision Inc.

Loss Compensation Schedule

2023

Appendix 1: Rules of Procedure for Shareholders’ Meeting

Avision Inc. Rules of Procedure for Shareholders’ Meeting

meeting.

Appendix 2: Articles of Incorporation

Avision Inc. Articles of Incorporation

Chapter 3 Shareholders’ Meeting

adopted by the Board of Directors.

Chapter 5 Accounting

Appendix 3: Procedures for Election of Directors

Avision Inc.

Director Election Method

Appendix 4: Number of shares held by all Directors

More from AVISION

AVISION AGM Information 2024