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CHAINTECH AGM Information 2022

Jun 23, 2022

52073_rns_2022-06-23_77a6e0d5-210b-4428-b4db-9dcfac65112d.pdf

AGM Information

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Stock Code: 2425

Chaintech Technology Corporation

CHAINTECH TECHNOLOGY CORPORATION

2022 General Shareholders' Meeting Meeting Handbook

(Translation)

Method of Shareholders’ Meetings: Physical Shareholders’ Meetings Time and Date: 9:00 a.m, Wednesday, June 15, 2022

Place: 2F., No. 223, Sec. 3, Beixin Rd., Xindian Dist., New Taipei City, Taiwan (R.O.C.) (Taipei Innovation City Convention Center) Tel: (02) 2913-8833

Notice to Readers:

For the convenience of readers, the Meeting Handbook has been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese version shall prevail.

Table of Contents

Table of Contents
Chapter I. 2022 General Shareholders' Meetings ..............................................................1
Chapter II
(I) Report Items .........................................................................................................2
(II) Proposals ...............................................................................................................3
(III) Discussions ...........................................................................................................5
(IV) Elections ...............................................................................................................7
(V) Other Motions .......................................................................................................8
(VI) Extempore Mototions ...........................................................................................8
(VII) Adjornment ...........................................................................................................8
Chapter III Attachments .....................................................................................................9
(I) 2021 Business Report .........................................................................................10
(II) CPA Audit Report and Financial Statements .....................................................13
(III) Supervisors' Review Report................................................................................36
(IV) Comparison Table of Amendments to
the Articles of Association ...............................................................................38
(V) Comparison Table of Amendments to
Rules of Procedure of Shareholders’ Meeting .................................................41
(VI) Comparison Table of Amendments to
Measures for Election of Directors and Supervisors .......................................42
(VII) Comparison Table of Amendments to
Procedures for Acquisition or Disposal of Assets ...........................................47
(VIII) Comparison Table of Amendments to
Endorsement Operating Procedures .................................................................61
(IX) Comparison Table of Amendments to
Fund Lending and Others Operating Procedures .............................................64
(X) List of Candidates for Directors (including independent directors) ...................67
(XI) Details of Director (including independent director)
Candidates' Release of Non-compete ..............................................................69
Chapter IV Appendices ....................................................................................................99
(I) Rules of Procedure for Shareholders' Meetings ...............................................71
(II) Articles of Association .....................................................................................76
(III) Measures for Election of Directors and Supervisors ........................................84
(IV) Shareholding by Directors and Supervisors .....................................................87
(V) Other Supplementary Items .............................................................................88

Chaintech Technology Corporation

2022 General Shareholders' Meetings

Procedures and Agenda

Method of Shareholders’ Meetings: Physical Shareholders’ Meetings

Time and Date: 9:00 a.m, Wednesday, June 16, 2021

  • Place: 2F., No. 223, Sec. 3, Beixin Rd., Xindian Dist., New Taipei City, Taiwan (R.O.C.) (Taipei Innovation City Convention Center)

  • I. Calling the Meeting to Order

  • II. Chairman's Remarks

  • III. Meeting Agenda

  • (I) Report Items

    1. 2021 Business Report

    2. Supervisor's Audit Report of 2021 Financial Statements

    3. Distribution of remuneration for employees and directors for 2021

  • (II) Proposals

    1. Approval of the 2021 Business Reports and Financial Statements.

    2. Approval of the 2021 Profit Distribution Plan.

(III) Discussions

  1. Proposal for the amendment to Company's “Articles of Association”.

  2. Proposal for the amendment to Company’s “Rules of Procedure for Board Meeting”.

  3. Proposal for the amendment to “Measures for Election of Directors and Supervisors”.

  4. Proposal for the amendment to “Procedures for Acquisition or Disposal of Assets”.

  5. Proposal for the amendment to Company's “Endorsement Operating Procedures”.

  6. Proposal for the amendment to Company’s “Fund Lending and Others Operating Procedures”.

  7. (IV). Elections

Comprehensive reelection of the Company's Directors.

  • (V). Other Motions

Release non-compete restrictions on the Company’s newly elected directors.

(VI) Extempore Motions

(VII) Adjournment 

~1~

Report Items

  • I. 2021 Business Report. Please check it.

  • Please refer to Pages 7~9 of the Meeting Handbook for CHAINTECH's 2021 Business Report.

  • II. Supervisor's Audit Report on the 2021 annual final accounting books and statements Please refer to Pages 32~33 of the Meeting Handbook for the Supervisor's Review Report.

  • III. Report on Status of 2021 remuneration to employees and directors.

  • (I). In accordance with Article 19 of the Articles of Incorporation, if the Company has earnings, it shall set aside no less than 0.1% of the balance as remuneration to the employees and no greater than 6% of the balance as remuneration to directors.

  • (II). The Board of Directors of CHAINTECH has adopted the remuneration and payment proposal of employees, directors and supervisors for the year 2020 by resolution on March 23, 2022. The distribution is as follows:

    1. Employees' remuneration was NT$1,662,911 (paid in cash).

    2. Remuneration of directors and supervisors was NT$4,988,732. (paid in cash)

  • (III). The amount of the aforementioned remuneration is consistent with the estimated amount of expenses for 2021. 

~2~

Proposals

  • Proposal 1 Proposed by the Board of Directors

Proposal: To ratify the 2021 Business Report and Financial Statements

  • Explanation: CHAINTECH's Business Report, Parent Company Only Financial Statements and Consolidated Financial Statements for 2021 have been prepared and approved by the Board of Directors on March 23, 2022. The aforementioned Parent Company Only Financial Statements and Consolidated Financial Statements have been audited by CPA Feng, Min-Chuan and CPA Lin, Ya-Hui of Pricewaterhouse Coopers (PwC) Taiwan. The CPAs have issued an Auditor's Report with unqualified opinion which, together with the Business Report, was submitted to the Supervisors for review. Please refer to Attachment I~III (Pages 10~37). Please proceed to adopt.

Resolution: 

~3~

Proposal 2: Proposed by the Board of Directors

Proposal: Approval of the 2021Profit Distribution Plan.

Explanation:

  • I. The Company’s undistributed earnings at the beginning of the period amounted to NT$665,413,484. The net profit after tax in 2021 was NT$122,224,584. The distributable earnings for the period is NT$710,452,280 after the provision of 10% legal reserve of NT$12,222,458 and the special reserve of NT$785,867,890. The Company intended to distribute a shareholders' cash dividend of NT$0.60 per share in a total amount of NT$57,899,298. The earnings distribution table is set out below.

  • II. After approval at the shareholders' meeting, the Board of Directors shall authorize the Chairman to set an ex-dividend date, distribution date and other related matters.

  • III. The cash dividend is calculated according to the shares held by the shareholders recorded in the register of the shareholders as of the ex-dividend date, and is distributed in proportion to the amount rounded off to the nearest NT Dollar, with the decimal places removed. The total rounded off amounts, are accounted as other income in the Company's financial statements.

  • IV. In the event that the proposed profit distribution affects the number of outstanding shares due to the changes in capital, or the ratio of dividend distribution is changed due to the transfer of treasures shares to the employees, the Chairman is authorized to handle and announce such matters.

Resolution:

Chaintech Technology Corporation Earnings Distribution Table for 2021

Resolution:
Chaintech Technology Corporation
Earnings Distribution Table for 2021
Unit: NT$
Items Total Note
Undistributed earnings at the beginning of the period 665,413,484
Add: profit after tax of the period 122,224,584
Less: provision of 10% legal reserve (12,222,458)
Add: reversed special reserve 10,452,280
Retained earnings available for distribution for this period 785,867,890
Distribution items:
Cash dividends for shareholders (NT$0.60 per share) 57,899,298
Undistributed earnings at the end ofthe period 727,968,592

Note: all the earnings distribution of the year are provided from the distributable earnings after tax in 2021.

Chairman: Shu-Jung Kao Manager: Shu-Jung Kao Accounting Supervisor: Lai, Yu-Nu 

~4~

Discussions

Proposal 1 Proposed by the Board of Directors

Proposal: Discussion of amendment to Company's “Articles of Association”.

Explanation:

  • I. It is proposed to revise some provisions of the CHAINTECH's "Articles of Association” in accordance with the Company regarding establishment of an Audit Committee and amendments to the Company Law.

  • II. For the comparison table of the provisions before and after amendment, please refer to Attachment 4 (pages 38-40).

Resolution:

Proposal 2 Proposed by the Board of Directors

Proposal for the amendment to Company’s “Rules of Procedure for Board Meeting”.

Explanation:

  • I. It is proposed to revise some provisions of the CHAINTECH's “Rules of Procedure of Shareholders’ Meeting” in accordance with the Company regarding establishment of an Audit Committee and operational requirements.

  • II. For the comparison table of the provisions before and after amendment, please refer to Attachment 5 (page 41).

Resolution: 

~5~

Proposal 3 Proposed by the Board of Directors

Proposal: Amendment to “Measures for Election of Directors and Supervisors”, submitted for discussion.

Explanation:

  • I. It is proposed to amend some provisions of the CHAINTECH's "Measures for Election of Directors and Supervisors" in accordance with the establishment of the Audit Committee, and rename it as "Measures for Election of Directors".

  • II. For the comparison table of the provisions before and after amendment, please refer to Attachment 6 (pages 42-46).

Resolution:

Proposal 4 Proposed by the Board of Directors

Proposal: Amendment to “Procedures for Acquisition or Disposal of Assets”, submitted for discussion. Explanation:

  • I. It is proposed to revise some of the provisions of the Company's “Procedures for Acquisition or Disposal of Assets” in accordance with the Company regarding establishment of an Audit Committee and order Jin-Guan-Zheng No. 1110380465 issued by the Financial Regulatory Commission on January 28, 2022.

  • II. For the comparison table of the provisions before and after amendment, please refer to Attachment 7 (pages 47-60).

Resolution:

Proposal 5 Proposed by the Board of Directors

Proposal: Amendment to Company's “Endorsement Operating Procedures”, submitted for discussion. Explanation:

  • I. It is proposed to revise some provisions of the CHAINTECH's “Endorsement Operating Procedure” of Shareholders’ Meeting” in accordance with the Company regarding establishment of an Audit Committee and operational requirements.

  • II. For the comparison table of the provisions before and after amendment, please refer to Attachment 8 (pages 61-63).

Resolution: 

~6~

Proposal 6 Proposed by the Board of Directors

Proposal: Amendment to Company’s “Fund Lending Operating Procedures”, submitted for discussion.

Explanation:

  • I. It is proposed to revise some provisions of the CHAINTECH's “Fund Lending Operating Procedure” of Shareholders’ Meeting” in accordance with the Company regarding establishment of an Audit Committee and operational requirements.

  • II. For the comparison table of the provisions before and after amendment, please refer to Attachment 9 (pages 64-66).

Resolution:

Elections

Proposal 1 Proposed by the Board of Directors

Proposal: Comprehensive reelection of the Company's Directors.

Explanation:

  • I. The 14th term of CHAINTECH's directors will expire on June 13, 2022, and CHAINTECH intends to be up for re-election at this General Shareholders' Meeting.

  • II. According to CHAINTECH’s Articles of Association, there should be five to nine directors, of which there should be no less than two independent directors and no less than one-fifth of the number of directors.

  • In order to establish the Audit Committee to replace the functions and powers of Supervisors, it is proposed to re-elect seven Directors (including four independent directors) at this General Shareholders' Meeting.

  • III. The candidate nomination system shall be adopted for directors (including independent directors) in accordance with Article 13 of the Articles of Association and Article 192 (1) of the Company Law.

  • IV. The new directors (including independent directors) of the 15th Board of Directors will take office immediately after elected, and the term of office is three years, from June 15, 2022 to June 14, 2025. 

~7~
  • V. For list of candidates for directors (including independent directors), please refer to Attachment 10 (pages 67-68), submitted for election.

Election results:

Other Motions

Proposal 1 Proposed by the Board of Directors

Proposal: Release non-compete restrictions on the newly elected directors, submitted for discussion.

Explanation:

  • I. According to Paragraph 1 of Article 20 of the Company Law, "if a director conducts an act within the business scope of the company for himself or others, he shall explain the important content of act to the Shareholders’ Meeting and obtain permission".

  • II. According to the actual business needs, CHAINTECH’s directors and representatives or any other company engaged in the same or similar business scope of CHAINTECH due to his/her concurrent position, within the scope of not harming the interests of the CHAINTECH, it is proposed to apply for approval to lift the restrictions on non competition of the newly elected directors and their representatives in accordance with Article 209 of the Company Law.

  • III. For details of director (including independent director) candidates' release of non-compete, please refer to Attachemtnt 11 (pages 69).

Resolution:

Extempore Motions:

Adjournment: 

~8~

Attachments

~9~

[Attachment 1]

Chaintech Technology Corporation

2021 Business Report

I. 2021 Business Results

CHAINTECH's consolidated operating revenues in 2021 was NT$6,518,064 thousand, a decrease of 39.50% from that of NT$4,672,310 thousand in 2019. Net profit after tax was NT$162,744 thousand, net profit attributable to owners of the parent company was NT$122,224 thousand, and net profit after tax per share was NT$1.27.

CHAINTECH's business results for 2021 and business plan for 2022 are summarized below:

  • (I) Implementation Results of Business Plan:

Unit: NT$ thousand; %

Item 2021 2020 Increase
(Decrease) by
Amount		 Increase
(Decrease) %
Operatingrevenue 6,518,064 4,672,310 1,845,754 39.50
Grossprofit 676,397 437,005 239,392 54.78
OperatingMargin 355,346 226,211 129,135 57.09
Netprofit after tax 162,744 183,413 (20,669) (11.27)
Net profit attributable to
owners ofparent company		 122,224 145,907 (23,683) (16.23)
Net profit on non-
controllinginterest		 40,520 37,506 3,014 8.04
Net Profit after Tax per
Share(NT$)		 1.27 1.51 (0.24) (15.89) 
~10~

(II) Financial Position and Profitability Analysis:

Item Year 2021 2020
Financial
structure％		 Ratio of liabilities to assets 39.52 33.59
Ratio of long-term capital to property,
plant and equipment		 8,882.72 5,568.84
Solvency % Current ratio 220.57 241.58
Quick ratio 165.71 204.28
Times interest earned ratio 37.37 30.16
Profitability % Return on Assets (ROA) % 5.3 7.13
Return on Equity (ROE) % 8.16 10.04
Net profit margin 2.5 3.93
Earnings per Share after Tax (NT$) 1.27 1.51

I. Outline of 2022 Business Plan

In the face of future market changes, CHAINTECH's business policy, expected targets and important production and marketing policies are as follows:

  • (I). Business Policy

  • Marketing: Continue to strengthen the close cooperation between distributors and agents, build different types of sales channels, and strengthen cooperation with clients with sound financial structure.

  • Financial policy: Focus on stable operations and strict control over the quality of accounts receivable, make collections according to the terms of sales to ensure the asset preservation, and carry out production by order to maintain low inventories and the efficiency of working capital.

  • R&D policy: Based on Docker and Kubernetes, develop GPU server cluster work management, container work management and maintenance work management system, integrate multiple AI model development tools to establish Low-code and No-code ML0ps model development and maintenance platform, and layout AI applications and high-performance data computing solutions for industries.

  • (II). Estimated sales volume and supporting information 

~11~

It is expected that RTX40 series of NVIDIA will further boost the new demand for E-sports and AI applications after its launch in 2022. However, the situation between Ukraine and Russia has brought uncertainty to the overall market, and the mining demand is not as strong as last year. It is expected that graphics card supply and demand will reverse in the second half of 2022, and the premium of spot price will continue to converge, driving the it to return to a healthy state.

  • (III). Important Production and Marketing Policies

Maintain relationships with various suppliers to secure the raw materials and ensure the manufacturing capacity. Continue to improve technology R&D and product quality, provide products that meet customer needs, and unremittingly build new sales channels.

CHAINTECH is committed to maintaining its financial health and stable operations based on its existing core values. It continues to maintain the technical quality of the products, strengthen product performance and marketing channels through the production and supplier management. Facing the changing industry environment of board card market, CHAINTECH will strive to adjust its product structure. In addition to investing in blockchain industry, passive component industry, AI industry and 5G industry, CHAINTECH will also continue to expand its high-level manpower in software development, improve the use performance of AI servers through the software of the AI development management platform, and enhance its competitiveness on the integration of hardware and software systems of AI servers, so as to increase the quality of product projects and technologies, and maintain the sustainable development and stable profit of the enterprise under the situation of continuous changes in market demand. On behalf of the management team of CHAINTECH Technology Corporation, I would like to take this opportunity to once again express our gratitude for your continued support and encouragement.

Chairman: Kao, Shu-Jung Manager: Kao, Shu-Jung Accounting Supervisor: Lai, Yu-Nu 

~12~

[Appendix 2]

Independent Auditors' Report and Financial Statements (111) Cai-Shen-Bao-Zi No. 21004729

To Chaintech Technology Corporation:

Audit Opinions

The independent auditors have audited the accompanying consolidated balance sheets of Chaintech Technology Corporation and subsidiaries (hereinafter referred to as "the Group") as of December 31, 2021 and 2020, and the related consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated statements of cash flows for the years then ended, and the notes to the consolidated financial statements (including the summary of significant accounting policies).

In our opinions, the accompanying consolidated financial statements, in all material respects, give a true and fair view of the consolidated financial position of the Group as of December 31, 2021 and 2020, and of its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and the International Financial Reporting Standards (IFRSs), International Accounting Standards (IASs), International Financial Reporting Interpretations Committee (IFRIC) Interpretations, and Standing Interpretations Committee (SIC) Interpretations as endorsed by the Financial Supervisory Commission of the Republic of China (the "FSC").

Basis of Audit Opinion

We perform the audit in accordance with the Rules for Auditing and Certification of Financial Statements by Accountants and the Generally Accepted Auditing Standards of the Republic of China. Our responsibilities under those standards are further described in the section of Responsibilities of Certified Public Accountants for Auditing the Consolidated Financial Statements. We are independent of the Group 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. We believe that the audit evidence we have obtained is sufficient and appropriate to serve as the foundation of our audit opinion. 

~13~

Key Audit Matters

Key audit matters refer to matters that, in our professional judgment, are of most significance in our audit of the consolidated financial statement of the Group for the year ended December 31, 2021. These matters are addressed in the context of our audit of the consolidated financial statements as a whole, and in forming out opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the consolidated financial statement of the Group for the year ended December 31, 2021 are stated as follows:

Sales revenue cut-off

Description

Regarding the accounting policy for recognition of sales revenues, please refer to Notes IV (XXVII) to the consolidated financial statements. For the description of sales revenue, please refer to Note VI (XVIII) to the consolidated financial statements.

The Group has engaged in the trading and manufacturing of computer peripherals. Sales revenue will not be recognized until customers take the delivery of goods from the warehouse and the transfer control has passed. The Group mainly relies on the statements or other information provided by the depositary of the delivery warehouse, then uses the actual shipment made by the warehouse to the customer as the basis for recognizing the income.

The recognition of the turnover from the warehouse is based on the information and report provided by the depositary as the basis for recognizing the sales revenue. Such revenue recognition generally involves a large number of manual operations. Considering that the volume of the shipments of the Group is large, and the amount of transaction before and after the financial date has a significant impact on the financial statements, the independent auditors have thus listed the sales revenue as the most important matter for this year's audit.

Corresponding audit procedures

We have performed the following key audit procedures for the matter mentioned above:

  1. Understand revenue recognition and adjustment procedures for revenue cut-off for shipment from the depository of warehouse of the Group. Then, inspect the appropriateness of the revenue's recognition from the warehouse, including understanding of the relevant internal control procedures, obtaining information and the statements 
~14~

provided by the depository.

  1. Carry out an internal control test for the sales revenue from the warehouse in order to make sure that the Group determine the sales recognition when the customer receives the delivery of goods and the right of control is transferred.

  2. Perform a closing test for sales revenue from delivery of warehouses for a certain period before and after the balance sheet date, including the verification of shipment certificates and that revenue recognition is recorded in the appropriate period.

  3. Make an written inquiry into the stock quantity in the warehouse and check if the inventory quantity on the record is correct.

Impairment of intangible assets

Description

As of December 31, 2021, the balance of intangible assets was NT$168,525. Please refer to Note VI (XII) for the assessment of the impairment of non-financial assets. To assess whether intangible assets are impaired, the Group estimates the future cash flows based on the cashgenerating units to which the intangible assets belong, and measures the recoverable amount of such cash-generating units at an appropriate discount rate. As the estimation of future cash flow involves many assumptions that may greatly affect the recoverable amount, we identify the Group's assessment of the impairment of intangible assets as one of the key audit matters for the year.

Corresponding audit procedures

We have performed the following key audit procedures for the matter mentioned above:

We have carried out the following audit procedures based on the goodwill impairment test report issued by a third-party valuation expert appointed by management:

  1. Assess the expertise, competence, and objectivity of the independent valuation experts appointed by management and verify their qualifications, and discuss with management the scope of work of the valuation experts and review the appointment conditions to verify that no conditions that may affect their objectivity or inhibit their work scope exist, and that the methods used by them are consistent with the IFRSs and industry regulations.

  2. Understand and evaluate the process and the basis where management has made its projections of the growth rate of the future operations in terms of sales and profit margin.

  3. Adopt the evaluation models and important assumptions (including discount rate, etc.) 

~15~

provided by financial experts of our firm, compare the data in assumptions made by management to market and historical data, and check the calculation to ensure the appropriateness of management's judgment.

Other Matters – Parent Company Only Financial Statements

We have also audited the parent company only financial statements of Chaintech Technology Corporation for the years ended December 31, 2021 and 2020, for which we have issued the audit report with an unqualified opinion for reference.

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

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

In preparing the consolidated financial statements, the responsibility of management includes assessing the Group's ability to continue as a going concern, disclosing going concern related matters, as well as adopting going concern basis of accounting unless management intends to liquidate the Group or terminate the business, or has no realistic alternative but to do so.

Those charged with governance, including the supervisors, are responsible for overseeing the Group's financial reporting process. 

~16~

Responsibilities of Certified Public Accountants for Auditing 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 the GAAS of Republic of China will always detect a material misstatement when it exists. Misstatements may arise from fraud and error. If it could be reasonably anticipated that the misstated individual amounts or aggregated sum could have influence on the economic decisions made by the users of the consolidated financial statements, it will be deemed as material.

As part of an audit in accordance with the GAAS of Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also execute the following tasks:

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

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

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

  4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, determine whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements; or, if such disclosures are inadequate, we are required to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or circumstances may cause the Group to no longer continue as a going concern.

  5. Evaluate the overall expression, structure, and contents of the consolidated financial statements (including related notes) and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence with regard to the financial information of the entities within the Group to express an opinion about the consolidated financial statements. We 

- 17 -

are responsible for the direction, supervision, and performance of the 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 the Norm 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 are of most significance in the audit of the consolidated financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

PwC Taiwan

Min-Chuan, Feng

Certified Public Accountants

Ya-Hui, Lin

Former Securities and Futures Bureau, Financial Supervisory Commission Approved Certificate Number: Jin-Guan-Zheng-Liu-Zi No. 0960038033 Financial Supervisory Commission Approved Certificate Number: Jin-Guan-Zheng-Shen-Zi No. 1070323061 March 23, 2022 

- 18 -

Chaintech Technology Corporation and Subsidiaries Consolidated Balance Sheets For the Years Ended December 31, 2021 and 2020

Unit: NT$ thousands

Assets Notes
VI(I)
VI(II)
VI (IV)
VI (IV)
VI(IV) and VII
VI(V)
VI(VI)
VI(VIII) and VIII
VI(III)
VI(VII)
VI(IX)
VI(X)
VI (XI)
VI(XXIV)		 December 31,2021

Amount

%
$ 692,998
20
64,204
2
-
-
645,541
19
736,800
22
6,857
-
-
-
512,277
15
209,603
6
33,847
1
2,902,127
85
200,485
6
-
-
23,158
1
37,312
1
168,525
5
20,773
1
48,960
1
499,213
15
$ 3,401,340
100		 December 31,2020 December 31,2020
Amount

$ 692,998
64,204
-
645,541
736,800
6,857
-
512,277
209,603
33,847
2,902,127
200,485
-
23,158
37,312
168,525
20,773
48,960
499,213
$ 3,401,340		 Amount

$ 330,087
237,671
3,187
531,724
770,724
1,761
29,859
273,611
84,624
56,887
2,320,135
186,150
133,573
34,723
17,060
180,171
3,132
36,602
591,411
$ 2,911,546		 %
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value through
profit or loss - current
1150
Notes receivable, net
1170
Accounts receivable, net
1180
Accounts receivable from related
parties, net
1200
Other receivables
1220
Current tax assets
130X
Inventories
1410
Prepayments
1470
Other current assets
11XX
Total current assets
Non-current assets
1517
Non-current financial assets at fair
value through other comprehensive
income
1550
Investments using equity method
1600
Property, plant, and equipment
1755
Right-of-use assets
1780
Intangible assets
1840
Deferred tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total Assets		 11
8
-
18
27
-
1
10
3
2
80
6
5
1
1
6
-
1
20
100

(Continued) 

~19~

Chaintech Technology Corporation and Subsidiaries Consolidated Balance Sheets For the Years Ended December 31, 2021 and 2020

Liabilities and equity Unit: NT$ thousands
December 31,2021

December 31,2020
Notes
Amount

%
Amount

%
VI(XIII) and VIII
$ 226,840
7
$ 402,027
14
VI(XVIII)
111,677
3
67,620
2
773,163
23
358,229
12
VII
335
-
13,462
1
VI(XIV) and VII
119,526
4
100,834
4
54,318
2
10,952
-
14,421
-
6,719
-
VI(XXVI)
15,457
-
568
-
1,315,737
39
960,411
33
VI(XXIV)
-
-
2,592
-
23,464
1
10,623
1
5,078
-
4,252
-
28,542
1
17,467
1
1,344,279
40
977,878
34
VI(XVI)
1,014,988
30
1,014,988
35
100
-
100
-
VI(XVII)
147,312
4
132,984
4
39,701
1
97,541
3
787,638
23
670,152
23
(
29,249 ) (
1 ) (
39,702) (
1)
VI(XVI)
(
151,746 ) (
4 ) (
151,746) (
5)
1,808,744
53
1,724,317
59
248,317
7
209,351
7
2,057,061
60
1,933,668
66
IX
$ 3,401,340
100
$ 2,911,546
100
Current liabilities
2100
Short-term borrowings
2130
Current contract liabilities
2170
Accounts payable
2180
Accounts payable to related parties
2200
Other payables
2230
Current tax liabilities
2280
Current lease liabilities
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2570
Deferred tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX Total liabilities
Equity
Equity attributable to owners of the
parent
Capital
3110
Common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Undistributed earnings
Other equity
3400
Other equity
3500
Treasury stocks
31XX
Total equity attributable to owners of
the parent
36XX
Non-controlling interests
3XXX Total equity
Significant Contingent Liabilities and
Unrecognized Contract Commitments
3X2X
Total liabilities and equity

The notes to the consolidated financial statements are part of the consolidated financial statements and should be read together.

Chairman of the Board: Shu-Jung Kao

President: Shu-Jung Kao

Accounting Officer: Yu-Nu Lai 

~20~

Chaintech Technology Corporation and Subsidiaries Consolidated Statements of Comprehensive Income January 1 to December 31, 2021 and 2020

Unit: NT$ thousands

(Except for earnings per share, which are expressed in New Taiwan Dollars)

Item 2021
2020
Notes
Amount
%
Amount
%
VI(XVIII) and
VII
$ 6,518,064
100
$ 4,672,310
100
VI(V)(XXII)
(XXIII) and VII (
5,841,667) (
90)(
4,235,305 ) (
91)
676,397
10
437,005
9
VI(XXII)
(XXIII) and VII
(
174,123 ) (
3) (
105,616 ) (
2)
(
91,522 ) (
1) (
83,744 ) (
2)
(
20,980 )
- (
17,887 )
-
XII(II)
(
34,426) (
1)(
3,547 )
-
(
321,051) (
5)(
210,794 ) (
4)
355,346
5
226,211
5
823
-
794
-
VI(XIX)
10,777
-
7,115
-
VI(XX)
(
117,225 ) (
2) (
26,072 ) (
1)
VI(XXI)
(
5,724 )
- (
6,503 )
-
VI(VII)
(
35,808)
- (
11,921 )
-
(
147,157) (
2)(
36,587 ) (
1)
208,189
3
189,624
4
VI(XXIV)
(
45,445)
- (
6,211 )
-
$ 162,744
3
$ 183,413
4
4000
Operating revenue
5000
Operating costs
5950
Gross profit from operations
Operating expenses
6100
Selling expenses
6200
Administrative expenses
6300
Research and development
expenses
6450
Expected credit losses
6000
Total operating expenses
6900
Operating income
Non-operating income and
expenses
7100
Interest income
7010
Other revenue
7020
Other gains and losses
7050
Financial costs
7060
Share of profit or loss of
associates and joint ventures
accounted for using equity
method
7000
Total non-operating income
and expenses
7900
Profit before tax
7950
Tax expense
8200
Current net profit

(Continued) 

~21~

Chaintech Technology Corporation and Subsidiaries Consolidated Statements of Comprehensive Income January 1 to December 31, 2021 and 2020

Unit: NT$ thousands

(Except for earnings per share, which are expressed in New Taiwan Dollars)

Item Notes 2021 %
-
-
-
-
-
3
2
1
3
2
1
3
1.27
1.27		 2020
Amount
$ 14,335
14,335
(
5,436)
(
5,436)
$ 8,899
$ 171,643
$ 122,224
40,520
$ 162,744
$ 132,677
38,966
$ 171,643
$		 Amount
$ 49,105
49,105
12,383
12,383
$ 61,488
$ 244,901
$ 145,907
37,506
$ 183,413
$ 203,746
41,155
$ 244,901
$		 %
Other comprehensive income, net
Items that will not be
reclassified to profit or loss
8316
Unrealized valuation gain (loss)
on equity instruments measured
at fair value through other
comprehensive income
8310
Total amount of items that will
not be reclassified to profit or
loss
Items that may be reclassified
subsequently to profit or loss
8361
Exchange differences on
translation of financial
statements of foreign operation
8360
Total amount of items that may
be reclassified subsequently to
profit or loss
8300
Other comprehensive income, net
8500
Total comprehensive income (loss)
Net (loss) profit attributable to:
8610
Owners of the parent
8620
Non-controlling interests
Total comprehensive income
attributable to:
8710
Owners of the parent
8720
Non-controlling interests
Earnings per share
9750
Basic earnings per share
9850
Diluted earnings per share		 VI(III)
VI(XXV)		 1
1
-
-
1
5
3
1
4
4
1
5
1.51
$ $ 1.51

The notes to the consolidated financial statements are part of the consolidated financial statements and should be read together.

Chairman of the Board: Shu-Jung Kao

President: Shu-Jung Kao

Accounting Officer:: Yu-Nu Lai 

~22~

ChaintechTechnologyCorporationandSubsidiaries
ConsolidatedStatementsofChangesinEquity
January1toDecember31,2021and2020

Unit: NT$ thousands
2020
Balance as of January 1, 2020
Current net profit
Other comprehensive income (loss)
Total comprehensive income (loss)
Appropriation and distribution of earnings for 2019:
Provision of legal reserve
Reversed special reserve
Cash dividends paid
Changes in the net worth of associates accounted for
using equity method
Balance as of December 31, 2020
2021
Balance as of January 1, 2021
Current net profit
Other comprehensive income (loss)
Total comprehensive income (loss)
Appropriation and distribution of earnings for 2020:
Provision of legal reserve
Reversed special reserve
Cash dividends
Balance as of December 31, 2021		 Notes Equity attri butable to owners of the parent Grand Total
$ 1,552,047
145,907
57,839
203,746
-
-
(
28,950 )
(
2,526 )
$ 1,724,317
$ 1,724,317
122,224
10,453
132,677
-
-
(
48,250 )
$ 1,808,744		 Non-
controlling
interests		 Total equity
Common stock Capital
surplus -
Change of net
equity of
associates and
joint ventures
accounted for
using equity
method		 Retained earnings Undistributed
earnings		 Other e quity
Unrealised gains
on valuation of
financial assets
at fair value
through other
comprehensive
income		 Treasury stocks
Legal reserve Special reserve Exchange
differences on
translation of
financial
statements of
foreign operations

VI(XVII)
VI(VII)


VI(XVII)
 $ 1,014,988
-
-
-
-
-
-
-
$ 1,014,988
$ 1,014,988
-
-
-
-
-
-
$ 1,014,988		 $ -
-
-
-
-
-
-
100
$ 100
$ 100
-
-
-
-
-
-
$ 100		 $ 122,290
-
-
-
10,694
-
-
-
$ 132,984
$ 132,984
-
-
-
14,328
-
-
$ 147,312		 $ 112,514
-
-
-
-
(
14,973 )
-
-
$ 97,541
$ 97,541
-
-
-
-
(
57,840 )
-
$ 39,701		 $ 551,542
145,907
-
145,907
(
10,694 )
14,973
(
28,950 )
(
2,626 )
$ 670,152
$ 670,152
122,224
-
122,224
(
14,328 )
57,840
(
48,250 )
$ 787,638		 ($ 49,602 )
-
8,734
8,734
-
-
-
-
($ 40,868 )
($ 40,868 )
-
(
3,882 )
(
3,882 )
-
-
-
($ 44,750 )		 ($ 47,939 )
-
49,105
49,105
-
-
-
-
$ 1,166
$ 1,166
-
14,335
14,335
-
-
-
$ 15,501		 ($ 151,746 )
-
-
-
-
-
-
-
($ 151,746 )
($ 151,746 )
-
-
-
-
-
-
($ 151,746 )		 $ 168,196
37,506
3,649
41,155
-
-
-
-
$ 209,351
$ 209,351
40,520
(
1,554 )
38,966
-
-
-
$ 248,317		 $ 1,720,243
183,413
61,488
244,901
-
-
(
28,950 )
(
2,526 )
$ 1,933,668
$ 1,933,668
162,744
8,899
171,643
-
-
(
48,250 )
$ 2,057,061		 
The notes to the consolidated financial statements are part of the consolidated financial statements and should be read together.

Chairman of the Board: Shu-Jung Kao

President: Shu-Jung Kao

Accounting Officer: Yu-Nu Lai

~23~

Chaintech Technology Corporation and Subsidiaries Consolidated Statements of Cash Flows

January 1 to December 31, 2021 and 2020

Unit: NT$ thousands

Cash flows from operating activities
Profit before tax
Adjustments
Income charges
Depreciation expenses

Depreciation expenses on right-of-use assets

Amortization expenses

Expected credit losses

Net gain on financial assets at fair value through profit or
loss

Interest expenses

Interest income
Dividend income

Share of loss of associates accounted for using equity
method

Impairment loss

Changes in operating assets and liabilities
Net changes in operating assets
Financial assets at fair value through profit or loss
Notes receivable
Accounts receivable (including related parties)
Other receivables
Inventories
Prepayments
Other current assets
Other non-current assets
Net changes in operating liabilities
Contract liabilities
Notes payable
Accounts payable (including related parties)
Other payables
Other current liabilities
Cash inflows (outflows) generated from operations
Interest received
Dividends received
Interest paid
Income tax received (paid)
Net cash inflows (outflows) generated from
operating activities
Cash flows from investing activities
Net cash flows from acquisition of subsidiaries

Price for disposal of property, plant, and equipment
Acquisition of property, plant, and equipment

Other current assets - Decrease (Increase) in restricted assets
Acquisition of investments accounted for using equity method
Net cash inflows (outflows) generated from
investment activities
Cash flows from financing activities
Increase (Decrease) in short-term borrowings

Increase in guarantee deposits received

Repayments of lease principal

Cash dividends paid

Net cash inflows (outflows) generated from
financing activities
Effect of exchange rate changes
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents balance at beginning of period
Cash and cash equivalents balance at end of period		 Notes
January 1
to December 31,2021
January 1
to December 31,2020
$ 208,189 $ 189,624
VI(IX)(XXII)
24,913
24,609
VI(X)(XXII)
10,638
7,193
VI(XI)(XXII)
10,281
11,670
XII(II)
34,426
3,547
VI(II)(XX)
(
3,200 ) (
6,124 )
VI(XXI)
5,724
6,503
(
823 ) (
794 )
VI(XIX)
(
5,795 ) (
3,079 )
VI(VII)
35,808
11,921
VI(VII)(XII)
(XX)
97,765
1,980
171,675 (
49,084 )
3,160 (
3,117 )
(
109,471 ) (
350,311 )
(
4,250 )
1,017
(
239,295 )
75,045
(
124,816 ) (
30,504 )
-
45
(
8,671 )
2,173
43,069
53,075
- (
24 )
402,499 (
184 )
18,156
1,655
14,889
125
584,871 (
53,039 )
823
794
5,795
3,079
(
5,527 ) (
6,306 )
7,549(
18,670)
593,511 (
74,142 )
VI(XXVI)
(
8,677 )
-
18
2,803
VI(XXVII)
(
7,923 ) (
2,359 )
23,040 (
23,882 )
VI(VII)
- (
150,000)
6,458(
173,438)
VI(XXVIII)
(
175,187 )
245,430
VI(XXVIII)
855
58
VI(XXVIII)
(
10,287 ) (
7,110 )
VI(XVII)
(
48,250) (
28,950)
(
232,869)
209,428
(
4,189)
8,151
362,911 (
30,001 )
330,087
360,088
$ 692,998 $ 330,087

The notes to the consolidated financial statements are part of the consolidated financial statements and should be read together.

Chairman of the Board: Shu-Jung Kao

President: Shu-Jung Kao

Accounting Officer: Yu-Nu Lai

-24-

Independent Auditors' Report

(111) Cai-Shen-Bao-Zi No. 21004529

To Chaintech Technology Corporation:

Audit Opinions

The independent auditors have audited the accompanying parent company only balance sheets of Chaintech Technology Corporation (hereinafter referred to as "the Company") as of December 31, 2021 and 2020, and the related parent company only statements of comprehensive income, parent company only statements of changes in equity, and parent company only statements of cash flows for the years then ended, and the notes to the parent company only financial statements (including the summary of significant accounting policies).

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

Basis of Audit Opinion

We perform the audit in accordance with the Rules for Auditing and Certification of Financial Statements by Accountants and the Generally Accepted Auditing Standards of the Republic of China. Our responsibilities under those standards are further described in the Responsibilities of Certified Public Accountants for Auditing 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. We believe that the audit evidence we have obtained is sufficient and appropriate to serve as the foundation of our audit opinion.

Key Audit Matters

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

Key audit matters for the parent company only financial statement of the Company for the year ended December 31, 2021 are stated as follows:

Sales revenue cut-off

Description

Regarding the accounting policy for recognition of sales revenues, please refer to Note IV (XXIV) to the parent company only financial statements. For the description of sales revenue, please refer to Note VI (XV) to the parent company only financial statements.

The Company has engaged in the trading and manufacturing of computer peripherals. Sales revenue will not be recognized until customers take the delivery of goods from the

-25-

warehouse and the transfer control has passed. The Company mainly relies on the statements or other information provided by the depositary of the delivery warehouse, then uses the actual shipment made by the warehouse to the customer as the basis for recognizing the income.

The recognition of the turnover from the warehouse is based on the information and report provided by the depositary as the basis for recognizing the sales revenue. These revenue recognitions generally involve a large number of manual operations. Considering that the volume of the shipments of the Company is large, and the amount of transaction before and after the financial statement date has a significant impact on the financial statements, the independent auditors have thus listed the sales revenue as the most important matter for this year's audit.

Corresponding audit procedures

We have performed the following key audit procedures for the matter mentioned above:

  1. Understand revenue recognition and adjustment procedures for revenue cut-off for shipment from the depository of warehouse of the Company. Then, inspect the appropriateness of the revenue's recognition from the warehouse, including understanding of the relevant internal control procedures, obtaining information and the statements provided by the depository.

  2. Carry out an internal control test for the sales revenue from the warehouse in order to make sure that the Company determines the sales recognition when the customer receives the delivery of goods and the right of control is transferred.

  3. Perform a closing test for sales revenue from delivery of warehouses for a certain period before and after the balance sheet date, including the verification of shipment certificates and that revenue recognition is recorded in the appropriate period.

  4. Make an written inquiry into the stock quantity in the warehouse and check if the inventory quantity on the record is correct.

Assessment of impairment of intangible assets by Shenzhen Jinghong Digital R&D

Service Co., Ltd. - investments accounted for using the equity method

Description

Regarding the accounting policy for assessment of impairment of investments accounted for using the equity method, please refer to Note IV (XV) to the parent company only financial statements. For the estimation and assumption uncertainty in assessment of impairment of investments accounted for using the equity method, please refer to Note V (II) to the parent company only financial statements. For the description of impairment of non-financial assets, please refer to Note VI(X) to the parent company only financial statements.

In 2019, the Company had a 51% equity interest in Sitonholy (Tianjin) Technology Co., Ltd. through Shenzhen Jinghong Digital R&D Service Co., Ltd. Goodwill and customer relationships were recognized in investments accounted for using the equity method according to the equity purchase contract. This has a significant impact on the parent company only financial statements of the Company.

To assess whether intangible assets are impaired, Shenzhen Jinghong Digital R&D Service Co., Ltd. estimates the future cash flows based on the cash-generating units to which the intangible assets belong, and measures the recoverable amount of such cash-generating units at

-26-

an appropriate discount rate. As the estimation of future cash flow involves many assumptions that may greatly affect the recoverable amount, we identify the assessment of the impairment of intangible assets by Shenzhen Jinghong Digital R&D Service Co., Ltd. as one of the key audit matters for the year.

Corresponding audit procedures

We have performed the following key audit procedures for the matter mentioned above:

We have carried out the following audit procedures based on the goodwill impairment test report issued by a third-party valuation expert appointed by management:

  1. Assess the expertise, competence, and objectivity of the independent valuation experts appointed by management and verify their qualifications, and discuss with management the scope of work of the valuation experts and review the appointment conditions to verify that no conditions that may affect their objectivity or inhibit their work scope exist, and that the methods used by them are consistent with the IFRSs and industry regulations.

  2. Understand and evaluate the process and the basis where management has made its projections of the growth rate of the future operations in terms of sales and profit margin.

  3. Adopt the evaluation models and important assumptions (including discount rate, etc.) provided by financial experts of our firm, compare the data in assumptions made by management to market and historical data, and check the calculation to ensure the appropriateness of management's judgment.

Responsibility of Management and Those Charged with Governance for the Parent Company Only Financial Statements

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

In preparing the parent company only financial statements, the responsibility of management includes assessing the Company's ability to continue as a going concern, disclosing going concern related matters, as well as adopting going concern basis of accounting unless the management intends to liquidate the Company or terminate the business, or has no realistic alternative but to do so.

Those charged with governance, including the supervisors, are responsible for overseeing the Company's financial reporting process.

Responsibilities of Certified Public Accountants for Auditing the Parent Company Only 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

-27-

to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the GAAS of Republic of China will always detect a material misstatement when it exists. Misstatements may arise from fraud or error. If it could be reasonably anticipated that the misstated individual amounts or aggregated sum could have influence on the economic decisions made by the users of the parent company only financial statements, it will be deemed as material.

As part of an audit in accordance with the GAAS of Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also execute the following tasks:

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

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

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

  4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, determine whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent company only financial statements; or, if such disclosures are inadequate, we are required to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or circumstances may cause the Company to no longer continue as a going concern. Evaluate the overall expression, structure, and contents of the parent company only financial statements (including related notes) and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  5. Obtain sufficient and appropriate audit evidence with regard to the financial information of the entities within the Company to express an opinion about the parent company only financial statements. We are responsible for the direction, supervision, and performance of the 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.

-28-

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

PwC Taiwan

Min-Chuan, Feng

Certified Public Accountants

Ya-Hui, Lin

Former Securities and Futures Bureau, Financial Supervisory Commission Approved Certificate Number: Jin-Guan-Zheng-Liu-Zi No. 0960038033 Financial Supervisory Commission Approved Certificate Number: Jin-Guan-Zheng-Shen-Zi No. 1070323061

March 23, 2022

-29-

Chaintech Technology Corporation Parent Company Only Balance Sheets For the Years Ended December 31, 2021 and 2020

Assets Notes
VI(I)
VI (IV)
VI(IV) and VII
VI(V)
VI(VI) and VIII
VI(III)
VI(VII)(X)
VI(VIII)
VI(IX)
VI(XXI)		 December 31,2021

Amount

%
$ 353,911
14
335,199
13
736,800
29
-
-
219,114
9
37,825
2
1,682,849
67
200,485
8
557,840
22
9,590
1
2,962
-
20,770
1
30,353
1
822,000
33
$ 2,504,849
100		 Unit: NT$ thousands
December 31,2020
Amount

%
$ 149,370
6
361,570
15
770,724
32
24,310
1
174,218
7
57,464
2
1,537,656
63
186,150
8
652,125
27
32,489
1
4,444
-
3,132
-
32,278
1
910,618
37
$ 2,448,274
100
Amount

$ 353,911
335,199
736,800
-
219,114
37,825
1,682,849
200,485
557,840
9,590
2,962
20,770
30,353
822,000
$ 2,504,849		 Amount

$ 149,370
361,570
770,724
24,310
174,218
57,464
1,537,656
186,150
652,125
32,489
4,444
3,132
32,278
910,618
$ 2,448,274
Current assets
1100
Cash and cash equivalents
1170
Accounts receivable, net
1180
Accounts receivable from related
parties, net
1220
Current tax assets
130X
Inventories
1470
Other current assets
11XX
Total current assets
Non-current assets
1517
Non-current financial assets at fair value
through other comprehensive income
1550
Investments using equity method
1600
Property, plant, and equipment
1755
Right-of-use assets
1840
Deferred tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total Assets

(Continued)

-30-

C haintech Technology Corporation Parent Company Only Balance Sheets For the Years Ended December 31, 2021 and 2020

Liabilities and equity Unit: NT$ thousands
December 31,2021

December 31,2020
Notes
Amount

%
Amount

%
VI (XI)
$ 226,840
9
$ 402,027
17
VI(XV)
640
-
-
-
VII
353,456
14
254,683
10
VII
57,771
3
59,856
3
54,160
2
2,588
-
1,544
-
1,498
-
103
-
170
-
694,514
28
720,822
30
1,591
-
3,135
-
1,591
-
3,135
-
696,105
28
723,957
30
VI(XIII)
1,014,988
40
1,014,988
42
100
-
100
-
VI(XIV)
147,312
6
132,984
5
39,701
2
97,541
4
787,638
31
670,152
27
(
29,249 ) (
1 ) (
39,702) (
2)
VI(XIII)
(
151,746 ) (
6 ) (
151,746) (
6)
1,808,744
72
1,724,317
70
IX
$ 2,504,849
100
$ 2,448,274
100
Current liabilities
2100
Short-term borrowings
2130
Current contract liabilities
2170
Accounts payable
2200
Other payables
2230
Current tax liabilities
2280
Current lease liabilities
2300
Other current liabilities
21XX
Total current liabilities
2580
Non-current lease liabilities
25XX
Total non-current liabilities
2XXX Total liabilities
Equity
Capital
3110
Common stock
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Undistributed earnings
Other equity
3400
Other equity
3500
Treasury stocks
3XXX Total equity
Significant Contingent Liabilities and
Unrecognized Contract Commitments
3X2X
Total liabilities and equity

The notes to the parent company only financial statements are part of the parent company only financial statements and should be read together.

Chairman of the Board: Shu-Jung Kao

President: Shu-Jung Kao

Accounting Officer: Yu-Nu Lai

-31-

Chaintech Technology Corporation Parent Company Only Statements of Comprehensive Income January 1 to December 31, 2021 and 2020

Unit: NT$ thousands

(Except for earnings per share, which are expressed in New Taiwan Dollars)

Item 2021
2020
Notes
Amount
%
Amount
%
VI(XV) and VII
$ 4,173,178
100
$ 3,515,850
100
VI(V)(XIX)
(XX) and VII
(
3,823,074) (
91)(
3,287,024 ) (
94)
350,104
9
228,826
6
VI(XIX)(XX)
and VII
(
43,756 ) (
1) (
45,525 ) (
1)
(
24,941 ) (
1) (
26,108 ) (
1)
(
1,894 )
- (
2,914 )
-
XII(II)
(
8,680)
- (
124 )
-
(
79,271) (
2)(
74,671 ) (
2)
270,833
7
154,155
4
126
-
420
-
VI(XVI)
6,015
-
4,485
-
VI(X)(XVII)
(
119,713 ) (
3) (
29,528 ) (
1)
VI(XVIII)
(
4,984 )
- (
6,306 )
-

VI(VII)
7,362
-
25,548
1
(
111,194) (
3)(
5,381 )
-
159,639
4
148,774
4
VI(XXI)
(
37,415) (
1)(
2,867 )
-
$ 122,224
3
$ 145,907
4
VI(III)
$ 14,335
-
$ 49,105
2
14,335
-
49,105
2
VI(VII)
(
3,882)
-
8,734
-

(
3,882)
-
8,734
-
4000
Operating revenue
5000
Operating costs
5950
Gross profit from operations
Operating expenses
6100
Selling expenses
6200
Administrative expenses
6300
Research and development
expenses
6450
Expected credit losses
6000
Total operating expenses
6900
Operating income
Non-operating income and
expenses
7100
Interest income
7010
Other revenue
7020
Other gains and losses
7050
Financial costs
7070
Share of profit or loss of
subsidiaries, associates, and joint
ventures accounted for using
equity method
7000
Total non-operating income
and expenses
7900
Profit before tax
7950
Tax expense
8200
Current net profit
Other comprehensive income,
net
Items that will not be reclassified
to profit or loss
8316
Unrealized valuation gain (loss)
on equity instruments measured
at fair value through other
comprehensive income
8310
Total amount of items that will
not be reclassified to profit or
loss
Items that may be reclassified
subsequently to profit or loss
8361
Exchange differences on
translation of financial
statements of foreign operation
8360
Total amount of items that may

The notes to the parent company only financial statements are part of the parent company only financial statements and should be read together.

Chairman of the Board: Shu-Jung Kao

President: Shu-Jung Kao

Accounting Officer:: Yu-Nu Lai

-32-

Chaintech Technology Corporation Parent Company Only Statements of Comprehensive Income January 1 to December 31, 2021 and 2020

Unit: NT$ thousands

(Except for earnings per share, which are expressed in New Taiwan Dollars)

be reclassified subsequently to
profit or loss
8300
Other comprehensive income,
net
8500
Total comprehensive income
(loss)
Basic earnings per share
VI(XXII)
9750
Current net profit
Diluted earnings per share
VI(XXII)
9850
Current net profit		 $ 10,453
$ 132,677
$		 -
3
1.27
1.27		 $ 57,839
$ 203,746
$
2
6
1.51
$ $ 1.51

The notes to the parent company only financial statements are part of the parent company only financial statements and should be read together.

Chairman of the Board: Shu-Jung Kao

President: Shu-Jung Kao

Accounting Officer:: Yu-Nu Lai

-33-

Chaintech Technology Corporation Parent Company Only Statements of Changes in Equity January 1 to December 31, 2021 and 2020 Unit: NT$ thousands

2020
Balance as of January 1, 2020
Current net profit
Other comprehensive income
(loss)
Total comprehensive income
(loss)
Appropriation and distribution
of earnings for 2019:
Provision of legal reserve
Special Reserve
Cash dividends paid
Changes in the net worth of
associates accounted for using
equity method
Balance as of December 31,
2020
2021
Balance as of January 1, 2021
Current net profit
Other comprehensive income
(loss)
Total comprehensive income
(loss)
Appropriation and distribution
of earnings for 2020:
Provision of legal reserve
Reversed special reserve
Cash dividends paid
Balance as of December 31,
2021		 Notes Commonstock Capital surplus -
Change of net
equity of
associates
and joint
ventures
accounted for
using equity
method		 Capital surplus -
Change of net
equity of
associates
and joint
ventures
accounted for
using equity
method		 Retained earnings Otherequity Otherequity Otherequity Otherequity Treasury stocks Treasury stocks Totalequity
Legal reserve Special reserve Undistributed
earnings		 Exchange differences
on translation of
financial statements of
foreignoperations

Unrealised
gains on
valuation of
financial assets
at fair value
through other
comprehensive
income

VI(XIV)
VI(VII)

VI(XIV)


$ 1,014,988
-
-
-
-
-
-
-
$ 1,014,988
$ 1,014,988
-
-
-
-
-
-
$ 1,014,988		 $ -
-
-
-
-
-
-
100
$ 100
$ 100
-
-
-
-
-
-
$ 100		 $ 122,290
-
-
-
10,694
-
-
-
$ 132,984
$ 132,984
-
-
-
14,328
-
-
$ 147,312		 $ 112,514
-
-
-
-
(
14,973 )
-
-
$ 97,541
$ 97,541
-
-
-
-
(
57,840 )
-
$ 39,701		 $ 551,542
145,907
-
145,907
(
10,694 )
14,973
(
28,950 )
(
2,626 )
$ 670,152
$ 670,152
122,224
-
122,224
(
14,328 )
57,840
(
48,250 )
$ 787,638




($ 49,602 )
-
8,734
8,734
-
-
-
-
($ 40,868 )

($ 40,868 )
-
(
3,882 )
(
3,882 )
-
-
-
($ 44,750 )




($ 47,939 )
-
49,105
49,105
-
-
-
-
$ 1,166
$ 1,166
-
14,335
14,335
-
-
-
$ 15,501


($ 151,746 )
-
-
-
-
-
-
-
($ 151,746 )
($ 151,746 )
-
-
-
-
-
-
($ 151,746 )		 $ 1,552,047
145,907
57,839
203,746
-
-
(
28,950 )
(
2,526 )
$ 1,724,317
$ 1,724,317
122,224
10,453
132,677
-
-
(
48,250 )
$ 1,808,744

The notes to the parent company only financial statements are part of the parent company only financial statements and should be read together.

Chairman of the Board: Shu-Jung Kao

President: Shu-Jung Kao

Accounting Officer: Yu-Nu Lai

-34-

Chaintech Technology Corporation Parent Company Only Statements of Cash Flows January 1 to December 31, 2021 and 2020

Unit: NT$ thousands

Cash flows from operating activities
Profit before tax
Adjustments
Income charges
Depreciation expenses

Depreciation expenses on right-of-use assets

Expected credit losses

Valuation adjustment for financial assets at fair
value through profit or loss

Interest income
Interest expenses

Dividend income

Share of loss of subsidiaries accounted for using
equity method

Impairment loss

Changes in operating assets and liabilities
Net changes in operating assets
Financial assets at fair value through profit or
loss
Accounts receivable (including related parties)
Inventories
Other current assets
Other non-current assets
Net changes in operating liabilities
Contract liabilities
Notes payable
Accounts payable (including related parties)
Other payables
Other current liabilities
Cash inflows (outflows) generated from operations
Interest received
Dividends received
Interest paid
Income tax received (paid)
Net cash inflows (outflows) generated from
operating activities
Cash flows from investing activities
Acquisition of investments accounted for using equity
method

Acquisition of property, plant, and equipment

Other current assets - Decrease (Increase) in restricted
assets
Decrease in other non-current assets
Net cash inflows (outflows) generated from
investment activities
Cash flows from financing activities
Increase (Decrease) in short-term borrowings

Repayments of lease liabilities

Cash dividends paid

Net cash inflows (outflows) generated from
financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents balance at beginning of period
Cash and cash equivalents balance at end of period		 Notes
January 1
to December 31,
2021
January 1
to December 31,
2020
$ 159,639 $ 148,774
VI(VIII)(XIX)
22,899
22,895
VI(IX)(XIX)
1,482
1,481
XII(II)
8,680
124
VI(II)(XVII)
- (
1,049 )
(
126 ) (
420 )
VI(XVIII)
4,984
6,306
VI(XVI)
(
5,795 ) (
3,079 )
VI(VII)
(
7,362 ) (
25,548 )
VI(VII)(X)
(XVII)
97,765
1,980
-
3,221

51,615 (
287,922 )
(
44,896 )
116,106
(
3,401 )
220
1,925
-
640
-
- (
24 )
98,773 (
64,416 )
(
1,962 )
6,820
(
67)
76
384,793 (
74,455 )
126
420
5,795
3,079
(
5,107 ) (
6,109 )
20,829(
19)
406,436(
77,084)
VI(VII)
- (
150,000 )
VI(XXIII)
- (
2,350 )
23,040 (
23,882 )
-
48
23,040(
176,184 )
VI(XXIV)
(
175,187 )
245,430
VI(XXIV)
(
1,498 ) (
1,407 )
VI(XIV)
(
48,250) (
28,950)
(
224,935)
215,073
204,541 (
38,195 )
149,370
187,565
$ 353,911$ 149,370

The notes to the parent company only financial statements are part of the parent company only financial statements and should be read together.

President: Shu-Jung Kao

Chairman of the Board: Shu-Jung Kao

Accounting Officer:: Yu-Nu Lai

-35-

[Attachment 3]

Chaintech Technology Corporation

Supervisors' Review Report

Whereas

The Financial Report and Consolidated Financial Report issued by the Board of Directors of CHAINTECH for the year 2021 have been audited by CPA Feng, Min-Chuan and CPA Lin, YaHui of Pricewaterhouse Coopers (PwC) Taiwan, which, together with the proposal of the Business Report, have been reviewed by the supervisors and are considered to be consistent. Therefore, the review report has been prepared in accordance with Article 219 of the Company Act.

Please review.

Sincerely,

2022 Regular Shareholders' Meeting of CHAINTECH

Chaintech Technology Corporation Supervisor: Chou, Chun-Tsun Supervisor: Hsu, Sheng-Chin

March 25, 2022

36

Chaintech Technology Corporation

Supervisors' Review Report

Whereas

The proposal for the 2021 earnings distribution has been reviewed by the supervisors and is considered to be consistent. Therefore, the review report has been prepared in accordance with Article 219 of the Company Act.

Please review.

Sincerely,

2022 Regular Shareholders' Meeting of CHAINTECH

Chaintech Technology Corporation

Supervisor: Chou, Chun-Tsun

Supervisor: Hsu, Sheng-Chin

May 6, 2022

-37-

[Attachment 4]

Chaintech Technology Corporation

Comparison Table of Amendments to the “Articles of Association” before and

after amendments

Provisions before amendment Provisions before amendment Provisions after amendment Explanation
Article 9
Shareholders' meeting shall be of two
kinds: regular meeting and special
meeting. The regular meeting of
shareholders shall be held once every
year and convened by the Board of
Directors within six months after close
of each fiscal year, while the special
meeting of shareholders shall be held
when necessary.		 Article 9
Shareholders' meeting shall be of two
kinds: regular meeting and special
meeting. The regular meeting of
shareholders shall be held once every
year and convened by the Board of
Directors within six months after
close of each fiscal year, while the
special meeting of shareholders shall
be held when necessary.
The Shareholders’Meeting of the
Company may be held by video
conference or other means announced
by the central authority. Unless
otherwise stipulated by the securities
authority, the conditions, operating
procedures and other relevant
provisions shall be followed for the
adoption of video conference.		 Amended
under the
Company
Law
Chapter 4Directors and Supervisors
Chapter 4Directors		 In accordance
with Article
14-4 of the
Securities and
Exchange
Law, the
establishment
of an Audit
Committee to
replace
supervisors is
revised
Article 13
CHAINTECH shall have a board of
directors composed of five to nine
directors (of which the number of
independent directors shall not be less
than two and shall not be less than one
fifth of the directors) andtwo
supervisors.CHAINTECH adopts a
candidates nomination system for the
election of directors(including
independent directors) and supervisors,
who shall be elected from among the
list of candidates by the shareholders'		 Article 13
CHAINTECH shall have a board of
directors composed of five to nine
directors (of which the number of
independent directors shall not be less
thanthreeand shall not be less than
one fifth of the directors).
CHAINTECH adopts a candidates
nomination system for the election of
directors, who shall be elected from
among the list of candidates by the
shareholders' meeting for a term of
three years and may be eligible for re-		 In accordance
with Article
14-4 of the
Securities and
Exchange
Law, the
establishment
of an Audit
Committee to
replace
supervisors is
revised

-38-

meeting for a term of three years and
may be eligible for re-election. The
minimum total number of registered
shares held by alldirectors and
supervisorsof CHAINTECH shall be
subject to the regulations of the
securities authority.		 election. The minimum total number of
registered shares held by alldirectors
of CHAINTECH shall be subject to the
regulations of thesecuritiesauthority.

Article 16-1
The Board of Directors shall be
authorized to determine the
remuneration to directors and
supervisorsaccording to the degree of
participation in the operation of
CHAINTECH and the value of their
contribution, with reference to the
standards of the same industry.		 Article 16-1
The Board of Directors shall be
authorized to determine the
remuneration to directors according
to the degree of participation in the
operation of CHAINTECH and the
value of their contribution, with
reference to the standards of the same
industry.		 In accordance
with Article
14-4 of the
Securities and
Exchange
Law, the
establishment
of an Audit
Committee to
replace
supervisors is
revised
Article 18
At the end of each fiscal year, the
Board of Directors of CHAINTECH
shall, in accordance with the
provisions of the Company Act,
prepare and submit the following
reports, statements and motions to the
regular shareholders' meeting for
recognition 30 days prior to the
meeting: (1) Business report; (2)
Financial statements; and (3) Proposal
for profit distribution or loss recovery.		 Article 18
At the end of each fiscal year, the
Board of Directors of CHAINTECH
shall, in accordance with the
provisions of the Company Act,
prepare andsubmitthe following
reports, statements and motions to the
regular shareholders' meeting for
recognition: (1) Business report; (2)
Financial statements; and (3) Proposal
for profit distribution or loss recovery.		 In accordance
with Article
14-4 of the
Securities and
Exchange
Law, the
establishment
of an Audit
Committee to
replace
supervisors is
revised
Article 19
If CHAINTECH has gained profits
within a fiscal year, 0.1% or more of
the profits shall be reserved as the
employees' compensation, which shall
be distributed by a resolution adopted
by the board meeting in the form of
shares or in cash. Qualification
requirements of employees, including
the employees of subsidiaries of
CHAINTECH
meeting
certain
specific requirements. CHAINTECH
shall allocate not more than 6% of the
proceeding profits as the remuneration
of directors andsupervisorsby a
resolution adopted by the board
meeting.
However, in case of the accumulated
losses, certain profits shall first be		 Article 19
If CHAINTECH has gained profits
within a fiscal year, 0.1% or more of
the profits shall be reserved as the
employees' compensation, which shall
be distributed by a resolution adopted
by the board meeting in the form of
shares or in cash. Qualification
requirements of employees, including
the employees of subsidiaries of
CHAINTECH
meeting
certain
specific requirements. CHAINTECH
shall allocate not more than 6% of the
proceeding profits as the remuneration
of directors andsupervisorsby a
resolution adopted by the board
meeting.
However, in case of the accumulated
losses, certain profits shall first be		 In accordance
with Article
14-4 of the
Securities and
Exchange
Law, the
establishment
of an Audit
Committee to
replace
supervisors is
revised

-39-

reserved to cover them, and then
reserve remuneration to employees,
directors
and
supervisors
in
accordance with the proportion
mentioned
in
the
preceding
paragraph.		 reserved to cover them, and then
reserve remuneration to employees,
directorsin accordance with the
proportion
mentioned
in
the
preceding paragraph.
Article 21
This Articles of Association was
formulated on October 20, 1986. The
1st amendment was made on
November 3, 1986. The 36th
amendment was made on June 18,
2020.		 Article 21
This Articles of Association was
formulated on October 20, 1986. The
1st amendment was made on
November 3, 1986. The 36th
amendment was made on June 18,
2020.The 37th amendment was made
on June 15, 2022.		 Add the date
of this
amendment

-40-

[Attachment 5]

Chaintech Technology Corporation

Comparison table of amendments to “Rules of Procedure of Shareholders’ Meeting” before and after amendments

Provisions before amendment Provisions after amendment Explanation
Article 20
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 numbers of votes, shall
be announced on-site at the meeting,
and a record made of the vote.
The election of directors and
supervisorsat a shareholders'
meeting shall be held in
accordance with the applicable
election and appointment rules of
CHAINTECH, and the voting
results shall be announced on-site
immediately, including the names
of those elected as directors and
supervisorsand the numbers of
votes with which they were
elected.
Article 20
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
numbers of votes, shall be announced
on-site at the meeting, and a record
made of the vote.
The election of directors at a
shareholders' meeting shall be held in
accordance with the applicable election
and appointment rules of
CHAINTECH, and the voting results
shall be announced on-site
immediately, including the names of
those elected as directors and the
numbers of votes with which they were
elected,and the list of unsuccessful
directors and voting rights obtained.		 Revised
according to
laws and
regulations
and the
establishment
of audit
committee

-41-

[Attachment 6]

Chaintech Technology Corporation Comparison table of “Measures for Election of Directors and Supervisors” before and after amendment

Provisions before amendment Provisions after amendment Explanation
Measures for Election of Directors
andSupervisorsof Chaintech
Technology Corporation		 Measures for Election of Directors of
Chaintech Technology Corporation		 Revised
according to
the
establishment
of an audit
committee to
replace the
supervisor
Article 1
I. Theelection, re-election and by-
election of Directors and Supervisors
of CHAINTECH shall be conducted
in accordance with theseProcedures.		 Article 1
Unless otherwise stipulated by laws
and regulations or the Articles of
Association,theelection of Directors
of CHAINTECH shallbe conducted
in accordance with these Procedures.		 In line with
amendment to
set up an
Audit
Committee
Article 3
The election of the CHAINTECH's
Directors (including independent
directors) and Supervisorsshall be
conducted in accordance with the
candidate nomination system and
procedures set out in Article 192-1,
Article 216-1 of the Company Act.
When the number of directors falls
below five due to the dismissal of a
director for any reason, CHAINTECH
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 Articles of
Association, CHAINTECH shall call a
special shareholders meeting within 60
days from the date of occurrence to
hold a by-election.
If the number of independent directors
isless than two, or less than one-fifth
of the number of directors,they shall
be by-election at the latest
shareholders' meeting..
When all independent directors are
dismissed, CHAINTEC shall call a
special shareholders meeting within
60 days from the date of occurrence to		 Article 3
The election of the CHAINTECH's
directors shall be conducted in
accordance with the candidate
nomination system and procedures set
out in Article 192-1.
When the number of directors falls
below five due to the dismissal of a
director for any reason, CHAINTECH
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 Articles of
Association, CHAINTECH shall call a
special shareholders meeting within 60
days from the date of occurrence to
hold a by-election.
If the number of independent
directors isinsufficient as specified in
the proviso to Paragraph 1 of Article
14-2 of the Securities and Exchange
Act,CHAINTECH shall hold a by-
election to fill the vacancy at its next
shareholders meeting. When all
independent directors are dismissed,
CHAINTEC shall call a special
shareholders meeting within 60 days
from the date of occurrence to hold a


In line with
amendment to
set up an
Audit
Committee

-42-

hold a by-election to fill the
vacancies.
When the number of supervisors less
than total number prescribed in
Articles of Association for any reason,
CHAINTECH shall hold a by-election
to fill the vacancy at its next
shareholders meeting. When all
supervisors are dismissed,
CHAINTEC shall call a special
shareholders meeting within 60 days
from the date of occurrence to hold a
by-election to fill the vacancies.		 by-election to fill the vacancies.
Article 4
The cumulative voting method shall
be used for election of the directors
andsupervisorsof CHAINTECH.
Each share will have voting rights in
number equal to the directors and
supervisorsto be elected, and may be
cast for a single candidate or split
among multiple candidates.		 Article 4
The cumulative voting method shall
be used for election of the directors of
CHAINTECH. Each share will have
voting rights in number equal to the
directors to be elected, and may be
cast for a single candidate or split
among multiple candidates.		 In line with
amendment to
set up an
Audit
Committee
Article 5
CHAINTECH shall prepare separate
ballots for directors in numbers
corresponding to the directors or
supervisorsto be elected. The number
of voting rights associated with each
ballot shall be specified on the ballots,
which shall then be distributed to the
attending shareholders at the
shareholders meeting. Attendance
card numbers printed on the ballots
may be used instead of recording the
names of voting shareholders.		 Article 5
CHAINTECH shall prepare separate
ballots for directors in numbers
corresponding to the directors to be
elected. The number of voting rights
associated with each ballot shall be
specified on the ballots, which shall
then be distributed to the attending
shareholders at the shareholders
meeting. Attendance card numbers
printed on the ballots may be used
instead of recording the names of
voting shareholders.		 In line with
amendment to
set up an
Audit
Committee
Article 6
The number of directorsand
supervisorswill be as specified in
CHAINTECH's Articles of
Association, with voting rights
separately calculated for independent
and non-independent director
positions. Those receiving ballots
representing the highest numbers of
voting rights will be elected
sequentially according to their
respective numbers of votes. When
two or more persons receive the same
number of votes, thus exceeding the
specified number of positions, they		 Article 6
The number of directors will be as
specified in CHAINTECH's Articles
of Association, with voting rights
separately calculated for independent
and non-independent director
positions. Those receiving ballots
representing the highest numbers of
voting rights will be elected
sequentially according to their
respective numbers of votes. When
two or more persons receive the same
number of votes, thus exceeding the
specified number of positions, they
shall draw lots to determine the		 In line with
amendment to
set up an
Audit
Committee

-43-

shall draw lots to determine the
winner, with the chair drawing lots on
behalf of any person not in
attendance.		 winner, with the chair drawing lots on
behalf of any person not in
attendance.
Article 8
In the event that the candidate is a
shareholder of the Company, the
voters voting for such candidate shall
fill in the "candidate" column on the
ballot such candidate's account name
and shareholder account number. In
the event that the candidate is not a
shareholder of the Company, the
voters voting for such candidate shall
fill in the "candidate" column on the
ballot such candidate's name and ID
number. In the event that the
candidate is a government or a
corporate shareholder, the voters
voting for such candidate shall fill in
the "candidate" column on the ballot
the name of such government or
corporate shareholder together with
the name of such government's or
corporate shareholder's representative;
when there are multiple
representatives, the names of all
representatives shall be listed.		 Article 8
In the event that the candidate is a
shareholder of the Company, the
voters voting for such candidate shall
fill in the "candidate" column on the
ballot such candidate's account name
and shareholder account number. In
the event that the candidate is not a
shareholder of the Company, the
voters voting for such candidate shall
fill in the "candidate" column on the
ballot such candidate's name and ID
number. In the event that the
candidate is a government or a
corporate shareholder, the voters
voting for such candidate shall fill in
the "candidate" column on the ballot
the name of such government or
corporate shareholder together with
the name of such government's or
corporate shareholder's
representative; when there are
multiple representatives, the names of
all representatives shall be listed.
The overall composition of the board
of directors shall be taken into
consideration in the selection of this
Corporation's directors. The
composition of the board of directors
shall be determined by taking
diversity into consideration and
formulating an appropriate policy on
diversity based on the company's
business operations. and development
needs, which should include but not
limited to the following two
standards:
I. Basic conditions and values:
gender, age, nationality and culture.
II. Professional knowledge and skills:
professional background (such as law,
accounting, industry, finance,
marketing or technology),
professional skills and industrial
experience.
Members of the Board of Directors		 In line with
amendment to
set up an
Audit
Committee

-44-

shall possess the knowledge, skills
and qualities necessary to perform
their duties. The Board of Directors
should have the following
capabilities:
I. Operational judgment ability.
II. Accounting and financial analysis
ability.
III. Operating ability.
IV. crisis management ability.
V. Industrial knowledge.
VI. International market view.
VII. Leadership.
VIII. Decision-making ability.
More than half of the directors shall
be persons who have neither a spousal
relationship nor a relationship within
the second degree of kinship with any
other director.
The board of directors of
CHAINTECH shall consider
adjusting its composition based on the
results of performance evaluation.
Article 9
A ballot shall be deemed void if any
of thefollowingcircumstances
occurs:
(I) The ballot was not prepared by
Board of Directors.
(II) A blank ballot is placed in the
ballot box.
(III) Any ballot with illegible writing
rendering it unrecognizable, or any
ballot with corrections.
(IV) Where the candidate voted for is
ashareholder of the Company,
such candidate's account name
and shareholder account
number filled in the ballot is
inconsistent with that on the
shareholders'register. Where
the candidate voted for is not a
shareholder of the Company,
such candidate's name or ID
number filled in the ballotis
verified to be incorrect.
(V) Other words or marks are entered
in addition to theelectee's
account name (name) or		 Article 9
A ballot shall be deemed void if any
of thefollowingcircumstances
occurs:
(I) The ballotwas not prepared by a
party with the power to convene.
(II) A blank ballot is placed in the
ballot box.
(III) Any ballot with illegible writing
rendering it unrecognizable, or any
ballot with corrections.
(IV) The candidate whose name is
entered in the ballot do not
match the nominees listed in
the roster of director
candidates.
(V) Other words or marks are entered
in addition to the number of
electoralrights allocated.		 In line with
amendment to
set up an
Audit
Committee

-45-

shareholder account number
(ID document number) and
the number of electoral rights
allocated.
(VI) Where the name of the candidate
voted for is the same as the
name of other shareholders,
and the shareholder account
number or ID number are not
filled in the ballot for
identification.
Article 10
Ballots shall be counted during the
meeting upon completion of voting,
and the results shall be announced on
the spot by the chairman of the
meeting, including a list of directors
and supervisorselected and their
election weights.		 Article 10
X. Ballots shall be counted during the
meeting upon completion of voting,
and the results shall be announced on
the spot by the chairman of the
meeting, including a list ofdirectors
elected and their election weights.
The ballots shall be sealed and signed
off by the ballot supervisors and be
kept for at least a 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.		 In line with
amendment to
set up an
Audit
Committee
Article 11
CHAINTECH shall issue notifications
to the persons elected as Directors and
Supervisorsrespectively.
Article 11
CHAINTECH shall issue
notifications to the persons elected as
Directors.		 In line with
amendment to
set up an
Audit
Committee

-46-

[Attachment 7]

Chaintech Technology Corporation Comparison table of “Regulations Governing the Acquisition and Disposal of Assets” before and after amendment

Provisions before amendment Provisions after amendment Explanation
Professional appraisers and their officers,
CPAs, attorneys, and securities
underwriters who provide the Company
with appraisal reports, CPA's opinions,
attorney's opinions, or underwriter's
opinions shall meet the following
requirements:
(Omitted)
When issuing an appraisal report or
opinion, the personnel referred to in the
preceding paragraph shall comply with the
following:
I. Prior to accepting a case, they shall
prudently assess their own professional
capabilities, practical experience, and
independence.
II. Whenexamininga case, they shall
properly
plan
and
implement
appropriate operational procedures to
form a conclusion and issue a report or
an
opinion
accordingly.
The
procedures,
data
collected,
and
conclusions to be carried out shall be
detailed in the working paper of the
case.
III. They shall undertake an item-by-item
evaluation of theintegrity, accuracyand
reasonableness of the sources of data
used,
the
parameters,
and
the
information as the basis for issuance of
the appraisal report or the opinion.
IV. They shall issue a statement attesting to
the
professional
competence
and
independence of the personnel who
prepared the report or opinion, and that
they have evaluated and found that the
information used is reasonable and
accurate,and that they have complied
with applicable laws and regulations.		 Article 6: Professional appraisers and their
officers, CPAs, attorneys, and securities
underwriters who provide the Company with
appraisal reports, CPA's opinions, attorney's
opinions, or underwriter's opinions shall
meet the following requirements:
(Omitted)
When issuing an appraisal report or opinion,
the personnel referred to in the preceding
paragraph shall comply with theindustry
codes of their respective trade associations of
which they are membersas well as the
following:
I. Prior to accepting a case, they shall
prudently assess their own professional
capabilities, practical experience, and
independence.
II. Whenexecutinga case, they shall
appropriately plan and execute adequate
working procedures, in order to produce
a conclusion and use the conclusion as
the basis for issuing the report or
opinion.
The
related
working
procedures,
data
collected,
and
conclusion shall be fully and accurately
specified in the case working papers.
III. They shall undertake an item-by-item
evaluation of theappropriatenessand
reasonableness of the sources of data
used,
the
parameters,
and
the
information as the basis for issuance of
the appraisal report or the opinion.
IV. They shall issue a statement attesting to
the
professional
competence
and
independence of the personnel who
prepared the report or opinion, and that
they have evaluated and found that the
information used isappropriate and
reasonable, and that they have complied
with applicable laws and regulations.		 Amended
under the Law
Article 7: Procedures for the acquisition or
disposal of real property, equipment or
right-of-use assets
(Omitted)
II. Procedures for determining transaction
conditions and authorization limits
(I) The acquisition or disposal of real estate
or its right to use assets shall refer to the
announced present value, assessed
value, actual transaction price of
adjacent real estate, etc., determine the		 Article 7: Procedures for the acquisition or
disposal of real property, equipment or right-
of-use assets
(Omitted)
II. Procedures for determining transaction
conditions and authorization limits
(I) The acquisition or disposal of real estate or
its right to use assets shall refer to the
announced present value, assessed value,
actual transaction price of adjacent real
estate, etc., determine the transaction		 Revised
according to
laws and
regulations and
the
establishment
of audit
committee

-47-

transaction conditions and transaction
price, and prepare an analysis report
and submit it to the chairman of the
Board of Directors. If the amount is less
than NT$50 million, it shall be
submitted to the chairman for approval
and reported at the latest board meeting;
If the amount exceeds NT$50 million,
it can only be doneafter being approved
by the Board of Directors.
(II) The acquisition or disposal of
equipment or its use right assets shall
be conducted by inquiry, price
comparison, negotiation or bidding. If
the amount is less than NT$20 million
(inclusive), it shall be approved level
by level in accordance with the
authorization regulations; If the
amount exceeds NT$20 million, it can
only be done after being submitted to
the chairman for approval and
submittedto the Board of Directors for
approval.
(III) Where the acquisition or disposal of
assets should be approved by the
Board of Directors in accordance with
the established procedures or other
legal provisions, if any director
expresses objection and has a record or
written statement, CHAINTECH
shall send the director's objection
information to each supervisor. In
addition, where the position of
Independent Director has been created
in accordance with the Securities and
Exchange Act, when submitting the
transaction of acquisition or disposal
of assets for discussion by the Board
of Directors pursuant to procedure, the
Board of Directors shall take into full
consideration each Independent
Director's opinions. If an Independent
Director objects to or expresses
reservations about any matter, it shall
be recorded in the minutes of the
Board of Directors'meeting.
(Omitted)
IV.
Appraisal
statement
real
estate,
equipment or its right to use
(I) Due to special circumstances, where a
limited price, specified price or special
price is deemed as the basis of reference
for the transaction price, the transaction
shall be submitted to the Board of
Directors for a resolution in advance,
and the same procedure shall be
followed for any future changes to the		 conditions and transaction price, and
prepare an analysis report and submit it
to the chairman of the Board of
Directors. If the amount is less than
NT$50 million, it shall be submitted to
the chairman for approval and reported at
the latest board meeting; If the amount
exceeds NT$50 million,it can only be
done after being submitted to the
chairman and Audit Committee for
approval, and thenapproved by the
Board of Directors.
(II) The acquisition or disposal of equipment
or its use right assets shall be conducted
by inquiry, price comparison,
negotiation or bidding. If the amount is
less than NT$20 million (inclusive), it
shall be approved level by level in
accordance with the authorization
regulations; If the amount exceeds
NT$20 million, it can only be done after
beingsubmitted to the chairman and
Audit Committee for approval, and
approved by the Board of Directors
(III) Deleted.
(Omitted)
IV. Appraisal statement real estate, equipment
or its right to use
(I) Due to special circumstances, where a
limited price, specified price or special
price is deemed as the basis of reference
for the transaction price, the transaction
shall be approved by Audit Committee
and submittedto the Board of Directors
for resolution, and the same procedure
shall be followed for any future changes
to the terms and conditions of the
transaction.
(Omitted)
(III) Where any one of the following
circumstances applies with respect to the
professional appraiser's appraisal results,
unless all the appraisal results for the
assets to be acquired are higher than the
transaction amount, or all the appraisal
results for the assets to be disposed of are
lower than the transaction amount, a CPA
shall render a specific opinion regarding
the reason for the discrepancy and the
appropriateness of the transaction price:
(Omitted)

-48-

terms and conditions of the transaction.

(Omitted)

  • (III) Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a CPA 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 (hereinafter "ARDF") and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: (omitted)

  • Article 8: Processing procedures for acquisition or disposal of securities investment (Omitted)

Article 8: Processing procedures for acquisition or disposal of securities investment (Omitted)

acquisition or disposal of securities acquisition or disposal of securities Revised investment investment according to (Omitted) (Omitted) laws and II. Procedures for determining transaction II. Procedures for determining transaction regulations and conditions and authorization limits conditions and authorization limits the (I) The trading of securities on the establishment centralized trading market or the of audit business premises of securities firms (I) The trading of securities on the committee shall be determined by the responsible centralized trading market or on the unit according to the market conditions. business premises of securities firms If the amount is less than NT$30 shall be determined by the responsible million (inclusive), it shall be reviewed unit according to the market conditions. step by step according to the If the amount is less than NT$30 million authorization management method (inclusive), it shall be reviewed step by approved by the chairman; If the step according to the authorization amount exceeds NT$30 million, it can management method approved by the only be done after being submitted to chairman, and reported at the latest board the Board of Directors for resolution. meeting; If the amount exceeds NT$30 (II) The trading of securities other than on million, the transaction shall be approved the centralized trading market or the by Audit Committee, and can only be business premises of securities firms, done after being approved by the Board relevant information of the target of Directors. company shall be first used as a (II) The trading of securities other than on the reference for evaluating the trading centralized trading market or the price, considering its net value per business premises of securities firms, share, profitability and future relevant information of the target development potential, etc. If the company shall be first used as a reference amount is less than NT$50 million for evaluating the trading price, (inclusive) per transaction, it shall be considering its net value per share, reviewed step by step according to the profitability and future development authorization management method potential, etc. If the amount is less than approved by the chairman; If the NT$50 million (inclusive) per amount exceeds NT$30 million per transaction, it shall be reviewed step by transaction, it can only be done after step according to the authorization being submitted to the Board of management method approved by the Directors for resolution. chairman; If the amount exceeds NT$30

-49-

(III) Where the acquisition or disposal of assets should be approved by the Board of Directors in accordance with the established procedures or other legal provisions, if any director expresses objection and has a record or written statement, CHAINTECH

shall send the director's objection information to each supervisor. In addition, where the position of Independent Director has been created in accordance with the Securities and Exchange Act, when submitting the transaction of acquisition or disposal of assets for discussion by the Board of Directors pursuant to procedure, the Board of Directors shall take into full consideration each Independent Director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board of Directors' meeting.

(Omitted)

IV. Obtain expert opinions

(I) In acquiring or disposing of securities, prior to the date of occurrence of the event, the Company shall obtain financial statements of the issuing company for the most recent period, certified or reviewed by a CPA, for reference in evaluating the transaction price. Where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, the Company shall request a CPA to express an opinion concerning the reasonableness of the transaction price prior to the date of occurrence of the event. If the CPA needs to use the report of an expert as evidence, the provisions of Statement of Auditing Standards No. 20 published by the ROC ARDF shall be followed. This provision shall not apply, however, to securities with publicly quoted prices in an active market or in compliance with regulations prescribed by the Financial Supervisory Commission.

Article 9: Related Party Transactions (Omitted)

II. Assessment and Operating Procedures When the Company intends to acquire or dispose of property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than property or

million per transaction, the transaction shall be approved by Audit Committee, and can only be done after being approved by the Board of Directors. (III) Deleted. (Omitted)

IV. Obtain expert opinions (I) In acquiring or disposing of securities, prior to the date of occurrence of the event, the Company shall obtain financial statements of the issuing company for the most recent period, certified or reviewed by a CPA, for reference in evaluating the transaction price. Where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, the Company shall request a CPA to express an opinion concerning the reasonableness of the transaction price prior to the date of occurrence of the event. This provision shall not apply, however, to securities with publicly quoted prices in an active market or in compliance with regulations prescribed by the Financial Supervisory Commission.

Article 9: Related Party Transactions (Omitted) Revised II. Assessment and Operating Procedures according to (I)When the Company intends to acquire or laws and dispose of property or right-of-use regulations and assets thereof from or to a related party, the or when it intends to acquire or dispose establishment of assets other than property or right-ofof audit

-50-

right-of-use assets thereof from or to a related party and the transaction amount reaches 20% or more of the Company's paid-in capital, 10% or more of the Company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Board of Directors and recognized by the Supervisors:

  • (I)-(VII)omitted

The transaction amount referred to in the preceding paragraph shall be calculated in accordance with the provisions of Article 14 item 5-1, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. The part which has been submitted to the board for approval and recognized by the supervisor in accordance with this procedure shall be excluded.

With respect to the types of transactions listed below, when to be conducted between the Company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100% of the issued shares or authorized capital, the Company's Board of Directors may delegate the Chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next Board of Directors' meeting: I.Acquisition or disposal of equipment or right-of-use assets thereof held for business use.

II.Acquisition or disposal of property right-

of-use assets held for business use. Where the position of Independent Director has been created in accordance with the Securities and Exchange Act, when submitting the transaction for discussion by the Board of Directors pursuant to the preceding paragraph, the Board of Directors shall take into full consideration each Independent Director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the

use assets thereof from or to a related committee party and the transaction amount reaches 20% or more of the Company's paid-in capital, 10% or more of the Company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been agreed by the Audit Committee and approved by Board of Directors:

(1-7)omitted

  • (II)With respect to the types of transactions listed below, when to be conducted between the Company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100% of the issued shares or authorized capital, the Company's Board of Directors may delegate the Chairman to decide such matters when the transaction is within NT$3,000 and have the decisions subsequently submitted to and ratified by the next Board of Directors' meeting:

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

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

(III)According paragraph 1, adoption or amendment of these Procedures shall be approved by one-half or more of all Audit Committee members and submitted to the Board of Directors for a resolution. If approval of more than one-half of all Audit Committee members as required in the preceding paragraph is not obtained, these Procedures may be implemented if approved by more than two-thirds of all Directors, and the resolution by the Audit Committee shall be recorded in the minutes of the Board of Directors' meeting. The terms "all Audit Committee members" and "all Directors" referred to in the preceding paragraph of this Article shall be counted as the actual number of persons currently holding those positions.

-51-

Board of Directors'meeting.
III. The Rationality Evaluation of
Transaction Cost
(Omitted)
(V) (Omitted)
2. The Supervisor shall be handled in
compliance with Article 218 of
Company Law.Where the
Company has established an Audit
Committee in accordance with the
provisions of the Company Law, the
preceding part of this subparagraph
shall apply mutatis mutandis to the
Independent Director members of
the Audit Committee.		 (IV) If the Company or a subsidiary which is
not a domestic public company has
made a transaction stipulated in
paragraph 1, and the transaction amount
is more than 10% of the Company's
total assets publicly issued, the
Company shall submit the materials
listed in paragraph 1 to the shareholders'
meeting for approval before signing a
transaction contract and making
payments. However, the regulation does
not apply in the transactions between
the Company and its parent company
and subsidiaries, or the transactions
among its subsidiaries.
(V)The transaction amount referred to in
Paragraph 1 of this Articleand
precedingparagraphshall be calculated
in accordance with the provisions of
Paragraph 5-1 of Article 14,and "within
the preceding year" as used herein refers
to the year preceding the date of
occurrence of the current transaction.
The part which has been submitted to
theShareholders’Meeting, Audit
Committee and approved by Board of
Directors in accordance with this
procedure shall be excluded.
III. The Rationality Evaluation of
Transaction Cost
(Omitted)
(V) (Omitted)
2. Independent director member of the
Audit Committee shall be handled in
compliance with Article 218 of
Company Law.
Article 10: Procedures for the acquisition or
disposal of intangible assets or their right-
to-use assets or memberships thereof
(Omitted)
(II) Procedures for determining transaction
conditions and authorization limits
(Omitted)
The acquisition or disposal of
memberships shall refer to the fair
market value to determine the
transaction conditions and transaction
price, and prepare an analysis report
and submit it to the chairman of the
Board of Directors. If the amount is
less than 1% of the paid in capital or
NT$3 million, it shall be submitted to
the chairman for approval and reported
at the latest board meeting; If the
amount exceeds NT$2 million, it can
only be done afterbeing approvedby
the Board of Directors.
(I)The acquisitionordisposalof		 Article 10: Procedures for the acquisition or
disposal of intangible assets or their right-to-
use assets or memberships thereof
(Omitted)
(II) Procedures for determining transaction
conditions and authorization limits
(Omitted)
The acquisition or disposal of
memberships shall refer to the fair
market value to determine the
transaction conditions and transaction
price, and prepare an analysis report and
submit it to the chairman of the Board
of Directors. If the amount is less than
1% of the paid in capital or NT$3
million, it shall be submitted to the
chairman for approval and reported at
the latest board meeting; If the amount
exceeds NT$3 million, the transaction
shall be approved by Audit Committee,
and can only be done after being
approved by theBoard of Directors.		 Revised
according to
laws and
regulations and
the
establishment
of audit
committee

-52-

intangible assets or its right to use
assets shall refer to the expert
evaluation report and fair market value
to determine the transaction conditions
and transaction price, and prepare an
analysis report and submit it to the
chairman of the Board of Directors. If
the amount is less than 10% of the paid
in capital NT$30 million, it shall be
submitted to the chairman for approval
and reported at the latest board
meeting; If the amount exceeds NT$30
million, it can only be done afterbeing
approvedby the Board of Directors.
(III) Where the acquisition or disposal of
assets should be approved by the
Board of Directors in accordance with
the established procedures or other
legal provisions, if any director
expresses objection and has a record or
written statement, CHAINTECH
shall send the director's objection
information to each supervisor. In
addition, where the position of
Independent Director has been created
in accordance with the Securities and
Exchange Act, when submitting the
transaction of acquisition or disposal
of assets for discussion by the Board
of Directors pursuant to procedure, the
Board of Directors shall take into full
consideration each Independent
Director's opinions. If an Independent
Director objects to or expresses
reservations about any matter, it shall
be recorded in the minutes of the
Board of Directors'meeting.
(Omitted)
(IV) Expert evaluation report for the
acquisition or disposal of intangible
assets or their right-to-use assets or
memberships thereof
(Omitted)
3. Where the transaction amount of
intangible assets or their use right
assets or membership acquired or
disposed of by CHAINTECH
reaches 20% of the paid in capital or
NT$300 million, in addition to
transactions with domestic government
authorities, CHAINTECH shall
request a CPA to express an opinion
concerning the reasonableness of the
transaction price prior to the date of
occurrence of the event.And the CPA
needs handle in accordance with the
provisions of Statement of Auditing		 (I) The acquisition or disposal of
intangible assets or its right to use assets
shall refer to the expert evaluation
report and fair market value to
determine the transaction conditions and
transaction price, and prepare an
analysis report and submit it to the
chairman of the Board of Directors. If
the amount is less than 10% of the paid
in capital NT$30 million, it shall be
submitted to the chairman for approval
and reported at the latest board meeting;
If the amount exceeds NT$30 million,
the transactionshall be approved by
Audit Committee,and can only be done
after beingapprovedby the Board of
Directors.
3. Deleted.
(Omitted)
(IV) Expert evaluation report for the
acquisition or disposal of intangible
assets or their right-to-use assets or
memberships thereof
(Omitted)
3. Where the transaction amount of
intangible assets or their use right assets
or membership acquired or disposed of
by CHAINTECH
reaches 20% of the paid in capital or
NT$300 million, in addition to
transactions with domestic government
authorities, CHAINTECH shall request
a CPA to express an opinion concerning
the reasonableness of the transaction
price prior to the date of occurrence of
the event.

-53-

Standards No. 20 published by the
ROC ARDF.
Article 11: Procedures for the acquisition or
disposal of creditor's rights of financial
institutions
In principle, CHAINTECH will not engage
in the transaction of acquiring or disposing
of the creditor's rights of financial
institutions. If CHAINTECH intends to
engage in such transaction, it willsubmitto
the Board of Directors for approval before
formulating the evaluation and operation
procedures.		 Article 11: Procedures for the acquisition or
disposal of creditor's rights of financial
institutions
In principle, CHAINTECH will not engage
in the transaction of acquiring or disposing
of the creditor's rights of financial
institutions. If CHAINTECH intends to
engage in such transaction, itshall be
approved by Audit Committee,and approved
by the Board of Directors before formulating
the evaluation and operation procedures.		 In line with
amendment to
set up an Audit
Committee
Article 12: Procedures for the acquisition or
disposal of derivatives
I. Trading principles and strategies
(Omitted)
(III) Power and responsibility division
(Omitted)
1. Financial department
(Omitted)
(4)
Authority Delegation of
Derivatives.
(Omitted)
B. Transactions for specific purposes
shall not be carried out until
approved by the board of
Directors.
C. In the case of the Company's
acquisition or disposal of assets
has to be approved by the Board
of Directors in accordance with
these Procedures or applicable
laws and regulations, if any
Director expresses dissent and it is
contained in the minutes or a
written statement, the Company
shall submit the Director's
dissenting opinions to each
Supervisor. In addition, where the
position of Independent Director
has been created in accordance
with the Securities and Exchange
Act, when submitting the
transaction of acquisition or
disposal of assets for discussion
by the Board of Directors pursuant
to procedure, the Board of
Directors shall take into full
consideration each Independent
Director's opinions. If an
Independent Director objects to or
expresses reservations about any
matter, it shall be recorded in the
minutes of the Board of Directors'
meeting.
2. Audit department		 Article 12: Procedures for the acquisition or
disposal of derivatives
I. Trading principles and strategies
(Omitted)
(III) Power and responsibility division
(Omitted)
1. Financial department
(Omitted)
(4) Authority Delegation of
Derivatives.
(Omitted)
B. Transactions for specific purposes
shall be approved by the Audit
Committee and reported to the
Board of Directors for approval
before proceeding.
C. Deleted.
2. Audit department
Are transactions audited in accordance
with authorization and established
policies? In addition, it is responsible
for understanding the appropriateness
of the internal control of derivatives
trading and checking the compliance
of the trading department with the
operating procedures, analyzing the
trading cycle, preparing audit reports,
andthe Audit Committee shall be
notified in writingif there are major
deficiencies.
(Omitted)
II.
Risk management measures:
(I) Credit risk management:
As the market is subject to various factors, it
is easy to cause operational risks of		 In line with
text
amendment to
set up an Audit
Committee

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Are transactions audited in accordance with authorization and established policies? In addition, it is responsible for understanding the appropriateness of the internal control of derivatives trading and checking the compliance of the trading department with the operating procedures, analyzing the trading cycle, preparing audit reports, and reporting to the Board of Directors if there are major deficiencies.

derivative financial products, therefore, the market risk management shall follow the following principles:

  • (1) Trading partner: mainly famous financial institutions at home and abroad, and take their credit rating as a principle. (Omitted)

  • III. Internal audit system

  • (I) Internal auditors of the Company shall periodically look into the appropriateness of the internal control over derivatives trading and conduct a monthly audit of how faithfully derivatives trading by the trading unit adheres to these Procedures, analyze the trading cycle, and prepare an audit report. Where a material violation is found, the Audit Committee shall be Audit Committee shall be hall be informed in writing.

  • (Omitted)

(Omitted) II. Risk management measures:

(I) Credit risk management: adheres to these Procedures, analyze the As the market is subject to various factors, trading cycle, and prepare an audit it is easy to cause operational risks of report. Where a material violation is derivative financial products, therefore, the found, the Audit Committee shall be Audit Committee shall be hall be market risk management shall follow the informed in writing. following principles: (Omitted) (1) Trading partner: mainly famous financial institutions at home and abroad, otherwise it shall be signed and IV. Regular evaluation method approved by the Board of Directors. (I) The Board of Directors shall authorize (Omitted) senior executives to supervise and evaluate III. Internal audit system periodically: whether the trading of (I) Internal auditors of the Company shall derivatives is in accordance with the trading periodically look into the procedures formulated by the company, appropriateness of the internal control whether the risk taken is within the over derivatives trading and conduct a permissible scope of undertaking, whether monthly audit of how faithfully there are any abnormal circumstances in the derivatives trading by the trading unit market valuation report (e.g. the holding adheres to these Procedures, analyze portion has exceeded the loss limit). If so, it the trading cycle, and prepare an audit shall immediately report to the board of report. Where a material violation is Directors, the board of directors shall be found, the supervisors and independent present and express opinions by independent directors shall be informed in writing. directors. An audit committee has been (Omitted) established in accordance with the provisions of this Act, the provisions of V. Principles of supervision and Paragraph 2 relating to Supervisors management of the board of Directors, shall apply mutatis mutandis to the when engaging in derivatives trading Audit Committee. Designate senior management (Omitted) personnel by board of directors to IV. Regular evaluation method pay continuous attention to (I) The Board of Directors shall authorize monitoring and controlling senior executives to supervise and derivatives trading risk. The evaluate periodically: whether the management principles are as follows:

  • (I) The Board of Directors shall authorize senior executives to supervise and evaluate periodically: whether the trading of derivatives is in accordance with the trading procedures formulated by the company, whether the risk taken is within the permissible scope of undertaking, whether there are any abnormal circumstances in the market valuation report (e.g. the holding portion has exceeded the loss limit). If so, it shall immediately report to the board of Directors and take

  • Periodically evaluate the risk management measures currently employed are appropriate and are faithfully conducted in accordance with the Guide and Procedure for Derivatives Trading.

  • Supervise the transactions and profit/loss status and adopt

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corresponding measures. necessary countermeasures (Omitted) whenever irregular V. Principles of supervision and circumstances are found. The management of the board of Directors, Board of Directors shall be when engaging in derivatives trading reported immediately. Designate senior management Independent Directors shall be personnel by board of directors to present at the meeting and pay continuous attention to express opinions. monitoring and controlling (Omitted) derivatives trading risk. The management principles are as follows:

  1. Periodically evaluate the risk management measures currently employed are appropriate and are faithfully conducted in accordance with the Guide and Procedure for Derivatives Trading.

  2. Supervise the transactions and profit/loss status and adopt necessary countermeasures whenever irregular circumstances are found. The Board of Directors shall be reported immediately. Where the position of Independent Director has been created by the company, Independent Directors shall be present at the meeting and express opinions.

(Omitted) Article 13: To handle the procedures of merger, spin-off, acquisition, or share transfer.

I. Assessment and Operating Procedures (I) When dealing with mergers, splits, acquisitions, or share transfers, CHAINTECH should appoint lawyers, accountants, and underwriters to jointly discuss the expected schedule of legal procedures, and organize a special investigation team to implement in accordance with the legal procedures. The Company shall, prior to convening the Board of Directors' meeting to resolve on the matter, engage a CPA, attorney, or securities underwriter to render an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other assets to shareholders, and submit it to the Board of Directors for discussion and resolutions. However, in the case of a merger by the Company of a subsidiary in which it directly or indirectly holds 100% of the issued shares or authorized capital, and in

Article 13: To handle the procedures of
merger, spin-off, acquisition, or share In line with
transfer. amendment to
I. Assessment and Operating Procedures set up an Audit
(I) When dealing with mergers, splits, Committee
acquisitions, or share transfers,
CHAINTECH should appoint lawyers,
accountants, and underwriters to jointly
discuss the expected schedule of legal
procedures, and organize a special
investigation team to implement in
accordance with the legal procedures. The
Company shall, prior to convening theAudit
Committee to resolve on the matter, engage a
CPA, attorney, or securities underwriter to
render an opinion on the reasonableness of
the share exchange ratio, acquisition price, or
distribution of cash or other assets to
shareholders, and submit it to theAudit
Committee and Board of Directors for
discussion and resolutions. However, in the
case of a merger by the Company of a
subsidiary in which it directly or indirectly
holds 100% of the issued shares or
authorized capital, andinthe case ofa

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the case of a merger between subsidiaries in which the Company directly or indirectly holds 100% of the respective subsidiaries' issued shares or authorized capital, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted.

merger between subsidiaries in which the Company directly or indirectly holds 100% of the respective subsidiaries' issued shares or authorized capital, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted. (Omitted) Article 14: Fund loan and information disclosure procedures (Omitted)

(Omitted)

Article 14: Fund loan and information disclosure procedures (Omitted)

  • (VII) Where an asset transaction other than any of those referred to in the preceding 6 subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20% or more of the Company's paid-in capital or NT$300 million. However, this provision shall not apply to the following circumstances:

  • (VII) Where an asset transaction other than any of those referred to in the preceding 6 subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20% or more of the Company's paid-in capital or NT$300 million. However, this provision shall not apply to the following circumstances:

  • Trading of domestic government bonds.

  • Trading of domestic government bonds or foreign government bonds with the credit rating not lower than the sovereign credit rating of Taiwan.

  • Where done by professional investorscredit rating not lower than the securities trading on domestic and sovereign credit rating of Taiwan. overseas securities exchanges or OTC 2. Where done by professional investorsmarkets, or subscription of domestic securities trading on securities ordinary corporate bonds or general exchanges or OTC markets, or bank debentures without equity subscription of foreign government characteristics (excluding subordinated bonds or raising ordinary corporate debt) that are offered and issued in the bonds and general bank debentures primary market, or subscription or without equity characteristics redemption of securities investment (excluding subordinated debt) that are trust funds or futures trust funds, or offered and issued in the primary subscription by a securities firm of market, or subscription or redemption securities as necessitated by its of securities investment trust funds or undertaking business or as an advisory futures trust funds, or subscription or recommending securities firm for an resell of exchange-traded notes emerging stock company, in (ETNs), or subscription by a securities accordance with the rules of the Taipei firm of securities as necessitated by its Exchange. undertaking business or as an advisory

    1. Trading of bonds under repurchase and recommending securities firm for an resale agreements or subscription or emerging stock company, in redemption of domestic money market accordance with the rules of the Taipei funds issued by securities investment Exchange. trust enterprises. 3. Trading of bonds under repurchase and

  • The transaction amounts in the preceding resale agreements or subscription or paragraph shall be calculated in accordance redemption of domestic money market with the methods provided below: funds issued by securities investment (1) The amount of any individual trust enterprises. transaction. (VIII) The transaction amounts in the (2) The cumulative transaction amount of preceding Paragraphs 1-7 shall be acquisitions and disposals of the same calculated in accordance with the type of underlying asset with the same methods provided below: trading counterparty within the (1) The amount of any individual preceding year. transaction.

  • (3) The cumulative transaction amount of (2) The cumulative transaction amount acquisitions and disposals (cumulative of acquisitions and disposals of the

Revised according to laws and regulations and the establishment of audit committee

-57-

acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.

(4) The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. "Within the preceding year" referred to in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Principles need not be counted toward the transaction amount. II-III. (Omitted) IV. Announcement method (I) When CHAINTECH trades securities of its parent, subsidiary or affiliated companies on centralized trading markets or OTC centers at home and abroad, the announcement format of the matters and contents to be announced is shown in Appendix 2.

same type of underlying asset with the same trading counterparty within the preceding year.

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

(4) The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. (IX) "Within the preceding year" referred to in paragraph 8 refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Principles need not be counted toward the transaction amount. II-III. (Omitted) IV (Deleted)

(II) For the acquisition of real estate - through self construction, joint construction separate room, joint construction divided, and joint construction sub-sell, the announcement format of the matters and contents to be announced is shown in Appendix 3.

(III) The format of the announcement of acquisition or disposal of real estate, other plant and equipment, and acquisition of real estate from related parties is shown in Appendix 4. (IV) The format of the announcement of securities, membership, trading of intangible assets and disposal of creditor's rights by financial institutions not on the centralized trading market or the business premises of securities firms is shown in Appendix 5. (V) The format of the announcement of investment in the mainland is shown in Appendix 6.

(VI) For those engaged in derivatives trading, the format of announcement within two days from the date of occurrence of the fact is shown in Appendix 7-1. (VII) For those engaged in derivatives trading, the format of the

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announcement before the 10th day
of each month is shown in
Appendix 7-2.
(VIII) The format of the announcement of
merger, division, acquisition, or
share transfer is shown in Appendix
8.
Article 15: The CHAINTECH’s
subsidiaries shall comply with
the following provisions:
The subsidiaries shall also establish its
Procedures for Acquisition or Disposal
of Assets in accordance with the
Regulations Governing the Acquisition
and Disposal of Assets by Public
Companies. These Procedures for
Disposal of Assets shall be approved
by the Board of Directors of
subsidiaries, and then submitted to
shareholders' meeting for approval; the
same applies to amendments.
II. When a subsidiary acquires or disposes
of assets, it shall also comply with the
provisions of CHAINTECH.
III. If a subsidiary is not a domestic public
company and its acquisition or
disposal of assets meets the
announcement and reporting standards
set forth inArticle 14,CHAINTECH
may also handle the announcement
and reporting matters on behalf of the
subsidiary.
IV. The paid-in capital or total assets of the
Company shall be the standard
applicable to a subsidiary’s paid-in
capital or total assets.
V.
For the calculation of 10% of total
assets under these Procedures, the total
assets stated in the most recent parent
company only financial report or
individual financial report prepared
under the Regulations Governing the
Preparation of Financial Reports by
Securities Issuers shall be used.
In the case of the Company's shares have a
par value 0 or other than NT$10, for the
calculation of transaction amounts of 20%
of the Company's paid-in capital under
these Procedures, 10% of equity
attributable to owners of the parent shall be
substituted. For calculations under the
provisions of thesePrinciplesregarding
transaction amounts relative to paid-in
capital of NT$10 billion, NT$20 billion of
equity attributable to owners of the parent
shall be substituted.		 Article 15: The CHAINTECH’s subsidiaries
shall comply with the following
provisions:
The subsidiaries shall also establish its
Procedures for Acquisition or Disposal
of Assets in accordance with the
Regulations Governing the Acquisition
and Disposal of Assets by Public
Companies. These Procedures for
Disposal of Assets shall be approved by
the Board of Directors of subsidiaries,
and then submitted to shareholders'
meeting for approval; the same applies
to amendments.
II. When a subsidiary acquires or disposes of
assets, it shall also comply with the
provisions of CHAINTECH.
III. If a subsidiary is not a domestic public
company and its acquisition or disposal
of assets meets the announcement and
reporting standards set forth inArticle
14,CHAINTECH may also handle the
announcement and reporting matters on
behalf of the subsidiary.
IV. The paid-in capital or total assets of the
Company shall be the standard
applicable to a subsidiary’s paid-in
capital or total assets.
V.
For the calculation of 10% of total
assets under these Procedures, the total
assets stated in the most recent parent
company only financial report or
individual financial report prepared
under the Regulations Governing the
Preparation of Financial Reports by
Securities Issuers shall be used.
In the case of the Company's shares have a
par value 0 or other than NT$10, for the
calculation of transaction amounts of 20% of
the Company's paid-in capital under these
Procedures, 10% of equity attributable to
owners of the parent shall be substituted. For
calculations under the provisions of these
Proceduresregarding transaction amounts
relative to paid-in capital of NT$10 billion,
NT$20 billion of equity attributable to
owners of the parent shall be substituted.		 Need text
correction
Article 17: Implementation and revision Article 17: Implementation and revision

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pon approval by the board of directors of
the Company's Procedures for Handling
Acquisition or Disposal of Assets, it shall
besent to the supervisors andreported to
the shareholders' meeting for approval. The
same goes for the correction program.If
any Director expresses dissent and it is
contained in the minutes or a written
statement, the Company shall submit the
Director's dissenting opinions to each
Supervisor.
In addition,wherethe position of
Independent Director has been createdin
accordance with the Securities and
Exchange Act, when submitting the
Procedure for Acquisition or Disposal of
Assets for discussion by the Board of
Directors pursuant to procedure, the Board
of Directors shall take into full
consideration each Independent Director's
opinions. If an Independent Director
objectsto or expresses reservations about
any matter, it shall be recorded in the
minutes of the Board of Directors' meeting.		 i.
Upon approval by more than half of all
the members of the Audit Committee of
the Company's Procedures for Handling
Acquisition or Disposal of Assets, it
shall bereported to the board of
directors andthe shareholders' meeting
for approval. The same goes for the
correction program. In addition, when
submitting the transaction of acquisition
or disposal of assets for discussion by
the Board of Directors pursuant to
procedure, the Board of Directors shall
take into full consideration each
Independent Director's opinions. If an
Independent Director objects to or
expresses reservations about any matter,
it shall be recorded in the minutes of the
Board of Directors' meeting.
II. In the case of the Company's acquisition
or disposal of assets has to be approved
by the Board of Directors in accordance
with these Procedures or applicable
laws and regulations, it shall be
approved by one-half or more of all
Audit Committee members. If approval
of more than one-half of all Audit
Committee members is not obtained,
these Procedures may be implemented if
approved by more than two-thirds of all
Directors, and the resolution by the
Audit Committee shall be recorded in
the minutes of the Board of Directors'
meeting.
III. The terms"all Audit Committee
members"referred and"all Directors"
referred to in the preceding paragraph of
this procedure shall be counted as the
actual number of persons currently
holding those positions.		 Revised
according to
laws and
regulations and
the
establishment
of audit
committee

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[Attachment 8]

Chaintech Technology Corporation Comparison table of “Endorsement Operating Procedures” before and after Amendment

Provisions before amendment Provisions after amendment Explanation
Article 4: Limit of Endorsement
The ceiling limit on endorsements and
guarantees provided by the Company, on
endorsements and guarantees for a single
enterprise, and on endorsements and
guarantees provided by the Company and
shall not exceed 50% of the net value in the
most recent financial statements.
Subsidiaries and parent firms mentioned in
theprinciples shall be identified in
accordance with the provisions of the
financial reporting standards for securities
issuers.
The CHAINTECH’s financial report is
prepared in accordance with international
financial reporting standards, the net worth
mentioned in the operating procedures refers
to the equity attributable to the owner of the
parent firm in the Balance Sheet stipulated
in the financial reporting standards for
securities issuers.		 Article 4: Limit of Endorsement
The ceiling limit on endorsements and
guarantees provided by the Company, on
endorsements and guarantees for a single
enterprise, and on endorsements and
guarantees provided by the Company and
shall not exceed 50% of the net value in the
most recent financial statements.
Subsidiaries and parent firms mentioned in
theproceduresshall be identified in
accordance with the provisions of the
financial reporting standards for securities
issuers.
The CHAINTECH’s financial report is
prepared in accordance with international
financial reporting standards, the net worth
mentioned in the operating procedures
refers to the equity attributable to the owner
of the parent firm in the Balance Sheet
stipulated in the financial reporting
standards for securities issuers.		 Text revision.
Article 5: decisions and authorization
level
Endorsement matters undertaken by
CHAINTECH shall be approved by the
Board of Directors before being carried out.
However, in accordance with the
requirements of limitation, the Board of
Directors may authorize the chairman to
make a prior decision within 30% of the net
value of the current period and report to the
next Board of Directors for ratification.
The Company hasset up independent
directors, when endorsing for others. The
opinions of each independent director
should be fully considered, and the clear
opinions of their approval or disapproval
and the reasons for their disapproval should
be recorded in the minutes of the Board of
Directors.		 Article 5: decisions and authorization
level
Endorsement matters undertaken by
CHAINTECH shall be approved by the
Audit Committee andBoard of Directors
before being carried out.
However, in accordance with the
requirements of limitation, the Board of
Directors may authorize the chairman to
make a prior decision within 30% of the net
value of the current period and report to the
next Board of Directors for ratification.
When endorsing for others. The opinions of
each independent director should be fully
considered, and the clear opinions of their
approval or disapproval and the reasons for
their disapproval should be recorded in the
minutes of the Board of Directors.		 In line with
amendment to
set up an
Audit
Committee
Article 8:Attention for handling
endorsement:
I. The Company's internal auditors shall
audit the endorsement operating
procedures and its implementation on a
quarterly basis, and make written
records. If any major violations are
found, it shall notifythe supervisorsin
writing immediately.
II. If the endorsement object originally
meets theprovisions of Article 3 of this		 Article 8:Attention for handling
endorsement:
I. The Company's internal auditors shall
audit the endorsement operating
procedures and its implementation on a
quarterly basis, and make written
records. If any major violations are
found, it shall notifythe Audit
Committeein writing immediately.
II. If the endorsement object originally
meets theprovisions of Article 3 of this		 In line with
text
amendment to
set up an
Audit
Committee

-61-

Procedure, but subsequently does not meet the provisions or exceeds the specified amount due to changes in circumstances, or the amount exceeds the specified amount, CHAINTECH shall formulate an improvement plan, send the relevant improvement plan to the supervisors, and complete the improvement according to the planned schedule.

Procedure, but subsequently does not meet the provisions or exceeds the specified amount due to changes in circumstances, or the amount exceeds the specified amount, CHAINTECH shall formulate an improvement plan, send the relevant improvement plan to the Audit Committee, and complete the improvement according to the planned schedule.

III. If CHAINTECH's endorsement exceeds III. If CHAINTECH's endorsement exceeds the limit specified in these Measures the limit specified in this Procedure and and meet the conditions specified in meet the conditions specified in this these Measure due to business needs, it Procedure due to business needs, it shall be approved by the Board of shall be approved by the Board of Directors and more than half of the Directors and more than half of the directors shall endorse it and revise the directors shall endorse it and revise the these Measures for the loss part that this Procedure for the loss part that may may be caused by exceeding the limit, be caused by exceeding the limit, then then it shall report to the Shareholders' it shall report to the Shareholders' Meeting for ratification; if the Meeting for ratification; if the Shareholders' Meeting does not agree, a Shareholders' Meeting does not agree, a plan shall be made to cancel the excess plan shall be made to cancel the excess part within a certain period of time. The part within a certain period of time. Company has set up independent When the Board of Directors discusses directors, when the Board of Directors the preceding paragraph. The opinions discusses the preceding paragraph. The of each independent director should be opinions of each independent director fully considered, and the clear opinions should be fully considered, and the of their approval or disapproval and the clear opinions of their approval or reasons for their disapproval should be disapproval and the reasons for their recorded in the minutes of the Board of disapproval should be recorded in the Directors. minutes of the Board of Directors. Paragraph 4 and 5 are omitted Paragraph 4 and 5 are omitted If it has established independent directors, in case of as stipulated in Paragraph 1 of this Article, the matters notified to each supervisor shall be notified in writing to the independent directors; in case of as stipulated in Paragraph 2 of this Article, the improvement plan sent to each supervisor shall be sent to the independent directors together. An audit committee has been established by CHAINTECH, the provisions relating to Supervisors shall apply mutatis mutandis to the Audit Committee. Article10: Control procedures for Article 9: Procedures for controlling In line with endorsement of subsidiaries conduct endorsement guarantee of amendment to (Omitted) subsidiaries set up an I. The subsidiaries' internal auditors shall (Omitted) Audit audit the endorsement operating III. The internal auditors of the subsidiary Committee procedures and its implementation on a shall also audit the endorsement quarterly basis, and make written operation procedures at least quarterly records. If any major violations are and make written records. If any found, immediately notify the Audit material violation is found, the Department in writing, and the Audit company shall immediately notify the Department of the company shall send company's auditor in writing, and the written materials to the supervisor. auditor shall send the written

-62-

(Omitted) information to
(Omitted)		 Audit Committee.
Article 12: Implementation and revision
After this procedure isapproved by the
board of directors, it shall be sent to each
supervisor and submitted to the
shareholders'meeting for approval.If any
director expresses his objection and has a
record or written statement, the company
shall submit his objection to thesupervisors
and submit it to the shareholders' meeting
for discussion, and the same shall apply for
amendment.
Where the position of Independent Director
has been created by the company, when
these Procedures are submitted for
discussion by the Board of Directors
pursuant to the operating procedures, the
Board of Directors shall take into full
consideration each Independent Director's
opinions. If an Independent Director objects
to or expresses reservations about any
matter, it shall be recorded in the minutes of
the Board of Directors meeting.
If it establishes an Audit Committee in the
future, adoption or amendment of these
operating procedures shall be approved by
one-half or more of all Audit Committee
members and submitted to the Board of
Directors for a resolution, and it does not
apply to Paragraph 2.
If approval of more than one-half of all
Audit Committee members as required in
the preceding paragraph is not obtained,
these Procedures may be implemented if
approved by more than two-thirds of all
Directors, and the resolution by the Audit
Committee shall be recorded in the minutes
of the Board of Directors' meeting.
The terms "all Audit Committee members"
referred to in Paragraph 3 and "all
Directors" referred to in the preceding
paragraph of this article shall be counted as
the actual number of persons currently
holding those positions.		 Article 12: Implementation and revision
I. This procedure shall be implementedwith
the consent of more than half of all
members of the audit Committee, the
approval of the board of directors, and
the approval of the shareholders'
meeting.If any director expresses his
objection and has a record or written
statement, the company shall submit it
to the shareholders' meeting for
discussion, and the same shall apply for
amendment.
II. If approval of more than one-half of all
Audit Committee members as required
in the preceding paragraph is not
obtained, these Procedures may be
implemented if approved by more than
two-thirds of all Directors, and the
resolution by the Audit Committee
shall be recorded in the minutes of the
Board of Directors' meeting.
III. The terms "all Audit Committee
members" and "all Directors" referred
to in the preceding paragraph of this
Article shall be counted as the actual
number of persons currently holding
those positions.		 In line with
amendment to
set up an
Audit
Committee
III.

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[Attachment 9]

Chaintech Technology Corporation

Comparison table of amendments to “Fund Lending and Others Operating Procedures” before and after amendments

Provisions before amendment Provisions after amendment Explanation
Article 2: Limit and evaluation criteria
for loan counterparty, loan
amount and individual object:
(I) Loan counterparty: CHAINTECH's
capitalloan is only limited to
parent company and subsidiaries,
to the exclusion of shareholders or
any other parties.
(Omitted below)		 Article 2: Limit and evaluation criteria
for loan counterparty, loan
amount and individual object:
(I) Loan counterparty: CHAINTECH's
capitalloan is only limited to parent
company and subsidiaries, to the
exclusion of shareholders or any
other parties.
(Omitted below)		 In line with
amendment
to set up an
Audit
Committee
Article 4:Review Procedure
(Omitted)
(III) Audit procedures:
1. The accounting department shall
prepare an evaluation report, stating
the loan object, reason, amount, period,
interest rate, repayment method, source
of funds, collateral or other guarantee
methods and other necessary matters.
After review by the general manager
and chairman of the board, report to
the board of directors for approval and
submit to the Finance Department for
handling.
2.
The Company hasset up
independent directors to lend funds to
others.The opinions of each
independent director should be fully
considered, and the clear opinions of
their approval or disapproval and the
reasons for their disapproval should be
recorded in the minutes of the Board of
Directors.
(Omitted)		 Article 4:Review Procedure
(Omitted)
(III) Audit procedures:
1. The accounting department shall
prepare an evaluation report, stating the
loan object, reason, amount, period,
interest rate, repayment method, source
of funds, collateral or other guarantee
methods and other necessary matters.
After review by the general manager and
chairman of the board, report toAudit
Committee andthe board of directors for
approval and submit to the Finance
Department for handling.
2.
The Company has lent funds to
others. The opinions of each
independent director should be fully
considered, and the clear opinions of
their approval or disapproval and the
reasons for their disapproval should be
recorded in the minutes of the Board of
Directors.
(Omitted)		 In line with
amendment
to set up an
Audit
Committee
Article 8: matters needing attention in
handling capital loan and others:
(Omitted)
II. The company's internal auditors
shall at least quarterly audit the
operation procedures and
implementation of fund lending
and others, and make written
records. In case of major
violations, they shall immediately
notifyeach supervisorin writing.
Iii. If the company's credit does not		 Article 8: matters needing attention in
handling capital loan and others:
(Omitted)
II. The company's internal auditors shall
at least quarterly audit the operation
procedures and implementation of
fund lending and others, and make
written records. In case of major
violations, they shall immediately
notifyAudit Committeein writing.
Iii. If the company's credit does not
conform to theprovisions of this		 In line with
amendment
to set up an
Audit
Committee

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conform to the provisions of this
Standard or the balance exceeds
the limit due to changes in
circumstances, it shall designate
improvement plans, submit the
relevant improvement plans to the
supervisors,and complete the
improvement according to the
schedule.
IV. The undertaking personnel shall
compile the list of capital loans
and other companies of the
previous month before the 10th
day of each month and submit it
step by step for review.
If the company has set up independent
directors, in case of the occurrence of
paragraph 2 of this Article, the
company shall notify each supervisor
of matters, and notify the independent
director in writing at the same time; If
paragraph 3 of this article occurs, the
improvement plan sent to each
supervisor shall be sent to the
independent director. If the company
has set up an audit committee, the
provisions on supervisors shall also
apply to the audit committee.		 Standard or the balance exceeds the
limit due to changes in
circumstances, it shall designate
improvement plans, submit the
relevant improvement plans to
Audit Committee,and complete the
improvement according to the
schedule.
IV. The undertaking personnel shall
compile the list of capital loans and
other companies of the previous
month before the 10th day of each
month and submit it step by step for
review.
Article 9: Procedures for controlling
loan of funds of subsidiaries and others
(Omitted)
III. The internal auditors of the
subsidiary shall also audit the
operation procedures and
execution of the loan and others at
least quarterly and make written
records. If any material violation
is found, the company shall
immediately notify the company's
auditor in writing, and the auditor
shall send the written information
to thesupervisors.
(Omitted)		 Article 9: Procedures for controlling
loan of funds of subsidiaries and others
(Omitted)
III. The internal auditors of the
subsidiary shall also audit the
operation procedures and execution
of the loan and others at least
quarterly and make written records.
If any material violation is found,
the company shall immediately
notify the company's auditor in
writing, and the auditor shall send
the written information toAudit
Committee.
(Omitted)		 In line with
amendment
to set up an
Audit
Committee
Article 12: Implementation and
revision
After this procedure isapproved by the
board of directors, it shall be sent to
each supervisor and submitted to the
shareholders'meeting for approval.If
any director expresses his objection
and has a record or written statement,
the company shall submit his objection
to the supervisorsand submit it to the		 Article 12: Implementation and revision
I. This procedure shall be implemented
with the consent of more than half
of all members of the audit
Committee, the approval of the
board of directors, and the approval
of the shareholders'meeting.If any
director expresses his objection and
has a record or written statement,
the company shall submit it to the		 In line with
amendment
to set up an
Audit
Committee

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shareholders' meeting for discussion, shareholders' meeting for and the same shall apply for discussion, and the same shall apply amendment. for amendment. Where the position of Independent II. If approval of more than one-half of Director has been created by the all Audit Committee members as company, when these Procedures are required in the preceding paragraph submitted for discussion by the Board is not obtained, these Procedures of Directors pursuant to the operating may be implemented if approved by procedures, the Board of Directors more than two-thirds of all shall take into full consideration each Directors, and the resolution by the Independent Director's opinions. If an Audit Committee shall be recorded Independent Director objects to or in the minutes of the Board of expresses reservations about any Directors' meeting. matter, it shall be recorded in the III. The terms "all Audit Committee minutes of the Board of Directors members" and "all Directors" meeting. referred to in the preceding If it establishes an Audit Committee in paragraph of this Article shall be the future, adoption or amendment of counted as the actual number of these operating procedures shall be persons currently holding those approved by one-half or more of all positions. Audit Committee members and submitted to the Board of Directors for a resolution, and it does not apply to Paragraph 2. If approval of more than one-half of all Audit Committee members as required in the preceding paragraph is not obtained, these Procedures may be implemented if approved by more than two-thirds of all Directors, and the resolution by the Audit Committee shall be recorded in the minutes of the Board of Directors' meeting. The terms "all Audit Committee members" referred to in Paragraph 3 and "all Directors" referred to in the preceding paragraph of this article shall be counted as the actual number of persons currently holding those positions.

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[Attachment 10]

Chaintech Technology Corporation

List of Candidates for Directors (including independent directors)

Candidates
Type		 Name Education
background/Professional
qualification		 Experience/Present employment Number of
Shares Held
Unit (shares)
Director E-Cheng Technology
Limited. Representative:
Kao, Shu-Jung		 Bachelor of Electronic
Engineering, National
Chin-Yi University of
Technology		 Experience
General Manager of AI-EN's Domestic
business in Thailand
Vice President of Beijing Shengru
Computer
General Manager of Chih Jung
Electronic
ELSA Beijing Office First-Level
Business Agent
Current Jobs:
Director and General Manager of
Chaintech Technology Corporation
Corporate Supervisor Representative of
Yiland International Ltd.
Representative Director, Yousheng
Optoelectronics Corporation
Director, Jiangda Technology		 28,532,080
Director E-Cheng Technology
Limited. Representative:
Lu Li-Cheng		 Graduated from Bond
University Computer
Research Institute		 Experience:
General Manager of Albatron
Technology Co., Ltd. Administration
Center
General Manager of Bluechip Optical
Tech. Inc
Corporate Supervisor Representative of
Fullerton Technology Co., Ltd
Director and General Manager of
Chaintech Technology Corporation
Current Jobs:
Chairman of Chun Electronics Co., Ltd.
Independent Director of Walton
Advanced Engineering, Inc.
Executive of PG Union
28,532,080
Director E-Cheng Technology
Limited. Representative:
Wang, Mu-Tien		 Department of Law,
Taiwan University
Bachelor
Chinese University of
Hong Kong
EMBA master		 Experience:
Senior Vice President, Credit Card
Division, Ping An Bank
CIBC Business Office assistant
Credit Card marketing director, Bank of
Communications
Senior Vice President, CreditEase
Group
Current Jobs:
CEO, Shanghai Himalayas Financial
Information Services Co., Ltd.
28,532,080
Independent
Director		 Tang, Han-Yu Peking University
MBA Master		 Experience:
General Manager - China of
GIGABYTE Technology
General Manager of China Business of
VIA Technologies
President of Asia Pacific of Symbio
Systems Inc.
Business Consultant of VIA CPU		 0

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PLATFORM INC.
Current Jobs:
Vice President of Business and General
Manager of China of VIA Next
Technologies, Inc.
Independent
Director		 Chen, Kuo-Chin Bachelor of Computer
Science, Tamkang
University
Author of the Five Forces
success Equation for the
workplace by Publishers'
Weekly
Experience:
Senior Deputy General Manager of HP
Taiwan Information Technology Ltd.
IBM Project Manager
Professional Consultant and Lecturer of
Haoyu, Qunchuang, Yuyi, Chuangxin
and Dun & Bradstreet
Current Jobs:
Professional Consultant and Lecturer of
Timing international Group

0
Independent
Director		 Yang, Hsin-Ying MBA from Baruch
College, City University
of New York, USA
Bachelor of Finance
management from Ohio
State University		 Experience:
Manager, JP Morgan Asset
Management (Hong Kong)
Co-director, Citibank Corporate
Finance (Taipei)
Current Jobs:
Director of Raffles Family Office
(Hong Kong)
Independent Director of Technologies
That Move The Future
Chaintech Technology Corporation
Compensation Committee		 0
Independent
Director		 Wei,Chi-Feng Department of Industrial
Engineering,
Dayeh
University

Experience:
Deputy General Manager of HP Taiwan
Information Technology Ltd.
Current Jobs:
Director and General Manager of
Emptech Co., Ltd		 613,000

The qualifications of the nominee mentioned above have been approved by the 19th Meeting of the 14th Board of Directors on May 4, 2022.

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[Appendix 11]

Chaintech Technology Corporation Details of Director (including independent director) Candidates' - Release of Non compete

Release of Non-compete
Title Name Other company positions held
Director E-Cheng Technology
Limited. Representative:
Kao, Shu-Jung		 Representative Director, Yousheng Optoelectronics
Corporation
Director,Jiangda Technology
Director E-Cheng Technology
Limited. Representative:
Lu Li-Cheng		 Chairman of Chun Electronics Co., Ltd.
Independent Director of Walton Advanced
Engineering,Inc.
Independent
Director
Yang, Hsin-Ying		 Independent Director of Technologies That Move
The Future
Independent
Director
Tang, Han-Yu		 Vice President of Business and General Manager
of China of VIA Next Technologies, Inc.
Independent
Director
Wei,Chi-Feng		 Director and General Manager of Emptech Co.,
Ltd

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Appendices

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Appendix 1

Chaintech Technology Corporation Rules of Procedure for Shareholders' Meetings

Amended on June 21, 2013

  1. Unless otherwise required by law, CHAINTECH's shareholders' meetings shall be governed by the Rules.

  2. "Shareholder" referred to in these Rules means the shareholder himself/herself or his/her proxies authorized to attend the meeting.

  3. CHAINTECH shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification. The number of shares in attendance shall be calculated according to the shares indicated by the sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically. If shareholders (or proxies) hand in the sign-in cards to CHAINTECH, it shall be deemed that the shareholders or proxies stated in the sign-in cards attended the meeting in person, and CHAINTECH shall not be held responsible for such attendance.

The shareholders shall exercise their voting rights by correspondence or in electronic form, and shall comply with the Regulations Governing the Administration of Shareholder Services of Public Companies.

  • 3-1. For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by CHAINTECH and stating the scope of the proxy's authorization. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to CHAINTECH 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail; provided that, this restriction does not apply to the revocation of the previous proxy.

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After a proxy form has been delivered to CHAINTECH, 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 CHAINTECH before 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.

  1. The chairman shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairman may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, Paragraph 1 of the Company Act.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairman may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of Company Act.

  1. If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors. The chairman may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chairman declares the meeting adjourned in violation of the rules of procedure, a new chairman shall be elected by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. After close of the said meeting, shareholders shall not elect another chairman to hold another meeting at the same place or at any other place.

  2. 5-1. Shareholders holding more than 1% of the total number of issued shares can submit a proposal of regular shareholders meeting to CHAINTECH in writing. The proposal, acceptance, and review shall be handled in accordance with the Company Act and relevant laws and regulations.

  3. When a meeting is in progress, the chairman may announce a break based on time considerations. If a meeting fails to be adjourned, the shareholders' meeting shall resolve to defer or reconvene the meeting within 5 days without notice and announcement.

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

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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. When an attending shareholder is speaking at the meeting, no other shareholder shall interrupt the speaking shareholder unless otherwise permitted by the chairman and such speaking shareholder; the chairman shall stop any such violations.

  1. Except with the consent of the chairman, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes.

If a shareholder violates the provisions of the preceding paragraph or his speech exceeds the scope of the motion, or his speech disorder the meeting, the chairman may stop or suspend his speech, and other shareholders may also request the chairman to do so.

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

Except as otherwise provided in the Company Act and in the Articles of Incorporation of CHAINTECH, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders (or proxies); If there is no objection upon the chairman's consultation, the voting shall be deemed to have passed and shall have the same effect as voting.

If there is any dissent, the chairman may, in the form of a protest, calculate by the voting rights in respect of the proposed resolution, and the calculation of the number of shares that may be passed upon the resolution, if the number of shares has not been passed, the resolution shall be deemed as passed, and the effect shall be the same as that of the voting.

  1. Attendance at shareholders meetings shall be calculated based on the numbers of shares.

  2. The venue for a shareholders meeting shall be the county or city where the head office is located, 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.

  3. If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, it shall be handled in accordance with Article 208 of the Company Act. When a managing director or director serves as chairman, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of CHAINTECH. The same requirements shall apply if the chairman for the meeting is a director representative of a juristic person. 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 conveners, the chairman shall be

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elected among themselves.

  1. CHAINTECH may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

  2. CHAINTECH, 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 1 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.

  1. In addition to the motion stated in the agenda, the amended or alternative proposals of the original motion or other proposals proposed by the shareholders by an extraordinary motion shall be seconded by more than two shareholders, and the same shall apply to any changes in the agenda and the proposals of adjournment.

  2. When there is an amendment or an alternative to a proposal, the chairman shall present the amended or alternative 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.

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

  4. After an attending shareholder (or proxy) has spoken, the chairman may respond in person or direct relevant personnel to respond. When discussing proposals, the chairman may announce the end of the discussion at an appropriate time, and may announce the termination of discussion if necessary.

  5. 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 numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

The election of directors and supervisors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules of CHAINTECH, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected.

  1. Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the

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meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The production and distribution of meeting minutes may be conducted in electronic form.

CHAINTECH may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of CHAINTECH.

  1. In the event of any serious disaster, such as air alert, earthquake, fire, etc., during the proceedings of the meeting, the chairman shall immediately announce the cessation or suspension of the meeting. Participants shall evacuate each other. The chairman shall announce the time of the meeting one hour after the event is lifted.

  2. Matters not stipulated in these rules shall be handled in accordance with the Company Act, other relevant laws and regulations and the Articles of Incorporation.

  3. These Rules shall be implemented after approval by the shareholders' meeting. The same shall apply when these Rules are amended.

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Appendix 2

Chaintech Technology Corporation Articles of Incorporation

Chapter I General Provisions

  • Article 1: CHAINTECH is organized in accordance with the Company Act and named as CHAINTECH TECHNOLOGY CORPORATION.

Article 2. CHAINTECH may engage in the following business activities:

  1. CC01010 Power Generation, Transmission and Distribution Machinery Manufacturing (limited to the 2810 power generation, transmission and distribution machinery manufacturing according to the Industrial Standard Classification of the Republic of China; 2890 other power equipment manufacturing, limited to wind power generation equipment manufacturing).

  2. CC01030 Electric Appliances and Audio-visual Electronic Products Manufacturing (limited to 2730 audio-visual electronic products manufacturing, 2851 household AC manufacturing, 2852 household refrigerator manufacturing, 2853 household washing machine manufacturing, 2854 household electric fan manufacturing, and 2859 other household electric appliances manufacturing according to the Industrial Standard Classification of the Republic of China).

  3. CC01060 Wired Communication Machinery and Equipment Manufacturing (limited to 2721 telephone and mobile phone manufacturing and 2729 other communication and transmission equipment manufacturing according to the Industrial Standard Classification of the Republic of China).

  4. CC01070 Wireless Communication Equipment Manufacturing (limited to 2721 telephone and mobile phone manufacturing, 2729 other communication and transmission equipment manufacturing and 2751 measurement, navigation and control equipment manufacturing according to the Industrial Standard Classification of the Republic of China).

  5. CC01080 Electronic Parts and Components Manufacturing (limited to 2630 printed circuit board manufacturing, 2691 printed circuit board parts and components manufacturing and 2699 other electronic parts and components manufacturing according to the Industrial Standard Classification of the Republic of China).

  6. CC01101 Telecommunications Control RF Equipment Manufacturing (limited to 2721 telephone and mobile phone manufacturing, 2729 other communication and transmission equipment manufacturing and 2760 radiation and electronic medical equipment manufacturing according to the Industrial Standard Classification of the Republic of China).

  7. CC01110 Computer and Peripheral Devices Manufacturing (limited to 2711 computer manufacturing, 2712 display and terminal manufacturing and 2719

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other computer and peripheral devices manufacturing according to the Industrial Standard Classification of the Republic of China).

  1. CC01120 Data Storage Media Manufacturing and Copying (limited to 2740 data storage media manufacturing according to the Industrial Standard Classification of the Republic of China).

  2. CE01010 General Instruments Manufacturing (limited to 2751 measurement, navigation and control equipment manufacturing and 2760 radiation and electronic medical equipment manufacturing according to the Industrial Standard Classification of the Republic of China).

  3. CH01040 Toys Manufacturing (limited to 3312 toys manufacturing according to the Industrial Standard Classification of the Republic of China).

  4. F102030 Tobacco and Beverage Wholesale (limited to 4546 tobacco and beverage wholesale according to the Industrial Standard Classification of the Republic of China).

  5. F109070 Stationery, Musical Instrument, and Entertainment Products (limited to 4581 books and stationery wholesale, 4582 sports products, and apparatus wholesale and 4583 toys and entertainment products wholesale according to the Industrial Standard Classification of the Republic of China), excluding books, magazines, and newspapers wholesale.

  6. F113010 Machinery Wholesale (limited to 4643 agricultural and industrial machinery and equipment wholesale according to the Industrial Standard Classification of the Republic of China).

  7. F113020 Electrical Appliances Wholesale (limited to 4561 household appliances wholesale according to the Industrial Standard Classification of the Republic of China).

  8. F113030 Precision Instruments Wholesale (limited to 4564 household photographic equipment and optical products wholesale and 4649 other machinery and appliances wholesale according to the Industrial Standard Classification of the Republic of China).

  9. F113050 Computer and Office Machine and Equipment Wholesale (limited to 4641 computer and peripheral equipment and software wholesale and 4644 office machine and equipment wholesale according to the Industrial Standard Classification of the Republic of China).

  10. F113070 Telecommunication Equipment Wholesale (limited to 4642 electronic equipment and parts and components whole according to the Industrial Standard Classification of the Republic of China), excluding telecommunication core network equipment (such as exchange and transmission equipment) wholesale.

  11. F118010 Information Software Wholesale (limited to 4641 computer and peripheral equipment and software wholesale according to the Industrial Standard Classification of the Republic of China).

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  1. F119010 Electronic Materials Wholesale (limited to 4642 electronic equipment and parts and components wholesale according to the Industrial Standard Classification of the Republic of China).

  2. F203020 Tobacco and Beverage Retail (limited to 4729 other food and beverage, tobacco retail according to the Industrial Standard Classification of the Republic of China; excluding the retail of drug stores, pharmacy, cosmeceuticals shop, or live animal shop).

  3. F209060 Stationery, Musical Instrument and Entertainment Products Retail (limited to 4761 books and stationery retail, 4762 sports products and apparatus retail, 4763 toys and entertainment products retail and 4764 music tape and movies retail according to the Industrial Standard Classification of the Republic of China), excluding the retail of books, magazines and newspapers.

  4. F213010 Electric Appliances Retail (limited to 4741 household electric appliances retail and 4833 audio-visual equipment retail according to the Industrial Standard Classification of the Republic of China).

  5. F213030 Computer and Office Machine and Equipment Retail (limited to 4831 computer and peripheral equipment and software retail according to the Industrial Standard Classification of the Republic of China).

  6. F213060 Telecommunication Equipment Retail (limited to 4832 telecommunication equipment retail according to the Industrial Standard Classification of the Republic of China), excluding the retail of telecommunication core network equipment (e.g. exchange and transmission equipment).

  7. F214030 Auto and Motor Vehicle Parts and Components Retail (limited to 4843 auto and motor vehicle parts and components retail according to the Industrial Standard Classification of the Republic of China).

  8. F218010 Information Software Retail (limited to 4831 computer and peripheral equipment and software retail according to the Industrial Standard Classification of the Republic of China).

  9. F219010 Electronic Materials Retail (limited to 4831 computer and peripheral equipment and software retail, 4832 telecommunication equipment retail and 4833 audio-visual equipment retail according to the Industrial Standard Classification of the Republic of China).

  10. I501010 Product Design (limited to 7402 design service for specially manufactured products in industrial design and 7409 design service for specially manufactured products in other professional design service industry according to the Industrial Standard Classification of the Republic of China).

  11. JA02010 Electrical Appliance and Electronic Products Repair (limited to 9521 computer and peripheral equipment repair, 9522 telecommunication and transmission equipment repair and 9523 audio-visual electronic products and household appliances repair according to the Industrial Standard Classification of the Republic of China).

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  • Article 3: CHAINTECH shall have its head office in New Taipei City, the Republic of China, and may pursuant to a resolution adopted at the board meeting, set up branch offices within or outside the territory of the Republic of China when deemed necessary. The total amount of foreign investment shall not be limited to 40% of the paid-in capital as specified in Article 13 of the Company Act.

  • Article 3-1: CHAINTECH may provide endorsement and guarantee and act as a guarantor due to business needs.

  • Article 4: CHAINTECH shall make public announcements in accordance with Article 28 of the Company Act.

Chapter 2 Shares

  • Article 5:The total capital of CHAINTECH is set as NT$2.5 billion, divided into 250 million shares. With a par value of NT$10 per share. The Board of Directors shall be authorized to issue the shares in installments. 10 million shares shall be retained to exercise warrants for stock warrants, preferred shares with warrant or convertible bonds with warrant (With respect to the issued shares referred to in the preceding paragraph, a centralized securities custody institution may request to consolidate to issue securities of large-denomination instead).

  • Article 6: (Delete)

  • Article 7:CHAINTECH may issue shares without physical certificate(s) printed and may print collectively based on the total amount issued. The shares issued pursuant to the preceding paragraph shall be registered with a centralized securities depository enterprise.

  • Article 8: The registration of share transfers shall not be made within 60 days prior to the regular shareholders meeting, 30 days prior to the special shareholders meeting, or 5 days prior to the record date for the distribution of dividends, bonuses or other interests. Other stock affairs shall be handled in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies".

Chapter 3 Shareholders' Meeting

  • Article 9: Shareholders' meeting shall be of two kinds: regular meeting and special meeting. The regular meeting of shareholders shall be held once every year and convened by the Board of Directors within six months after close of each fiscal year, while the special meeting of shareholders shall be held when necessary.

  • Article 10: In case a shareholder is unable to attend a meeting of the board of directors, he or she may appoint a proxy to attend a shareholders' meeting in his/her/its behalf by executing a power of attorney printed by CHAINTECH stating therein the scope of power authorized to the proxy. The use of the power of attorney shall be subject to the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" and "Company Act" published by the securities regulatory authority.

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  • Article 11: Except in the circumstances otherwise provided for by laws and regulations, a shareholder of CHAINTECH shall have one voting power in respect of each share in his/her/its possession.

  • Article 12: Resolutions at a shareholders' meeting shall, unless otherwise provided for in relevant laws and regulations, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.

  • Article 12-1: Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting.

  • The meeting minutes shall record the year, month, day, and place of the meeting, the chairman's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results, and shall be kept in CHAINTECH together with the attendance book for signature of attending shareholders and power of attorney of proxy attending. The preparation, distribution and retention period of the meeting minutes mentioned in the preceding paragraph shall be handled in accordance with Article 183 of the Company Act.

  • Article 12-2: Where CHAINTECH registers for the issue of employee stock warrants and when the subscription price is lower than the closing price on the issue date, CHAINTECH is required to obtain the consent of at least two-thirds of the voting rights present at the shareholders meeting attended by shareholders representing a majority of total shares issued. It may, within one year from the date of the resolution of the shareholders' meeting, register in installments.

  • If the employee stock warrants are issued in accordance with the provisions of the preceding paragraph, the matters stipulated by the competent authority shall be listed and explained in the reasons for convening the shareholders meeting and shall not be submitted by an extraordinary motion.

  • Article 12-3: CHAINTECH's transfer of shares to employees at a price lower than the average price of the shares actually repurchased shall be subject to the consent of at least two-thirds of the voting rights present at the shareholders meeting attended by shareholders representing a majority of total shares issued at the last shareholders' meeting, shall be listed and explained in the reasons for convening the shareholders meeting and shall not be submitted by an extraordinary motion.

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Chapter 4 Directors and Supervisors

  • Article 13: CHAINTECH shall have a board of directors composed of five to nine directors (of which the number of independent directors shall not be less than two and shall not be less than one fifth of the directors) and two supervisors. CHAINTECH adopts a candidates nomination system for the election of directors (including independent directors) and supervisors, who shall be elected from among the list of candidates by the shareholders' meeting for a term of three years and may be eligible for reelection. The minimum total number of registered shares held by all directors and supervisors of CHAINTECH shall be subject to the regulations of the securities authority.

  • Article 14: The Board of Directors is organized by the directors, and 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 of the Board of Directors shall externally represent CHAINTECH.

  • Article 15: In case the chairman of the Board of Directors is on leave or absent or can not exercise his power and authority for any cause, the designation of his/her proxy shall be in accordance with Article 208 of the Company Act.

  • Article 16: Unless otherwise provided for in Company Act and the Articles of Incorporation, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. A director may authorize in writing another director to be represented at the board meeting, provided that, he/she shall issue a proxy form each time stating the scope of authorization and when a director attends the board meeting as a proxy, he/she shall be appointed as a proxy for one other director only. A meeting of the directors may be convened in writing, by fax or by electronic means. In case a board meeting is proceeded via video conference, the attendance of directors via video conference is deemed as attendance in person.

  • If the directors have an interest in the matters at the meeting, they shall state at the board meeting the important contents of their interest.

  • Article 16-1: The Board of Directors shall be authorized to determine the remuneration to directors and supervisors according to the degree of participation in the operation of CHAINTECH and the value of their contribution, with reference to the standards of the same industry.

  • Article 16-2: The authorities of the Board of Directors for the board meeting are as follows:

    1. Convening the shareholders' meeting and implement its resolutions.

    2. Decision on the business plan.

    3. Review and approval of various rules and important contracts.

    4. Approval of the setting and disposal of important property of CHAINTECH.

    5. Decision on CHAINTECH's important candidates and the provisions of the posts of each department.

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  1. Establishment and abolition of branches.

  2. Preparation and review of budget settlement and business report.

  3. Decision on other important matters.

Chapter 5 Manager

  • Article 17: CHAINTECH may, in accordance with the resolution of the board of directors, have one general manager, a number of president, chief executive officer and advisers whose appointment, dismissal and remuneration shall be governed by Article 29 of the Company Act.

Chapter 6 Accounting

  • Article 18: At the end of each fiscal year, the Board of Directors of CHAINTECH shall, in accordance with the provisions of the Company Act, prepare and submit the following reports, statements and motions to the regular shareholders' meeting for recognition 30 days prior to the meeting: (1) Business report; (2) Financial statements; and (3) Proposal for profit distribution or loss recovery.

  • Article 19: If CHAINTECH has gained profits within a fiscal year, 0.1% or more of the profits shall be reserved as the employees' compensation, which shall be distributed by a resolution adopted by the board meeting in the form of shares or in cash. Qualification requirements of employees, including the employees of subsidiaries of CHAINTECH meeting certain specific requirements. CHAINTECH shall allocate not more than 6% of the proceeding profits as the remuneration of directors and supervisors by a resolution adopted by the board meeting.

  • However, in case of the accumulated losses, certain profits shall first be reserved to cover them, and then reserve remuneration to employees, directors and supervisors in accordance with the proportion mentioned in the preceding paragraph.

  • Article 19-1: If CHAINTECH has a surplus in the general annual report, the surplus shall be made up for the previous losses, apart from allocating income taxes. And 10% of the balance shall be allocated as a statutory surplus reserve unless the statutory surplus reserve has reached the paid-in capital. After the statutory surplus reserve is retained or rotated in accordance with the rules and regulations by competent agencies, the undistributed earnings at the beginning of the period shall be combined and the Board of Directors shall formulate a specific proposal for distribution of earnings to be submitted to the Shareholders' Meeting for resolution, with consideration given to retaining partial earnings.

  • The Company is in stable growth and expands in line with sales development in the future. The future capital expenditures and capital requirement are necessary to be considered first when the Company distribute the earnings. The Board of Directors proposes the distribution plan and distributes the earnings after being approved at the shareholders' meeting. In the annual distribution of shareholder dividends, cash dividend shall not be less than 5%, but if the cash dividend is less

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than NT$0.1 per share, it may not be issued, and the stock dividend will be distributed instead.

Chapter 7 Supplementary Articles

  • Article 20: Matters not specified in the Articles of Incorporation shall be conducted in accordance with the provisions of the Company Act.

  • Article 21: This Articles of Association was formulated on October 20, 1986. The 1st amendment was made on November 3, 1986. The 2nd amendment was made on August 25, 1987. The 3rd amendment was made on January 20, 1989. The 4th amendment was made on October 16, 1989. The 5th amendment was made on December 4, 1989. The 6th amendment was made on April 15, 1990. The 7th amendment was made on October 12, 1991. The 8th amendment was made on May 29, 1993. The 9th amendment was made on March 27, 1994. The 10th amendment was made on March 30, 1995. The 11th amendment was made on June 22, 1996. The 12th amendment was made on April 12, 1997 The 13th amendment was made on August 23, 1997. The 14th amendment was made on April 11, 1998. The 15th amendment was made on April 11, 1998. The 16th amendment was made on April 30, 1999. The 17th amendment was made on December 18, 1999. The 18th amendment was made on April 15, 2000. The 19th amendment was made on May 3, 2001. The 20th amendment was made on May 2, 2002. The 21st amendment was made on June 15, 2004. The 22nd amendment was made on June 14, 2005. The 23rd amendment was made on September 7, 2005. The 24th amendment was made on June 30, 2006. The 25th amendment was made on June 15, 2007. The 26th amendment was made on June 13, 2008. The 27th amendment was made on June 19, 2009. The 28th amendment was made on June 15, 2010. The 29th amendment was made on October 21, 2011. The 30th amendment was made on January 10, 2013. The 31st amendment was made on June 21, 2013. The 32nd amendment was made on February 21, 2014. The 33rd amendment was on June 20, 2014. The 34th amendment was on June 14, 2016. The 35th amendment was made on June 15, 2017. The 36th amendment was made on June 18, 2020.

Chaintech Technology Corporation

Chairman: Kao, Shu-Jung

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Appendix 3

Chaintech Technology Corporation Measures for Election of Directors and Supervisors

Amended on June 15, 2017

  1. The election, re-election and by-election of Directors and Supervisors of CHAINTECH shall be conducted in accordance with these Procedures.

  2. The qualifications of independent directors of CHAINTECH shall comply with the provisions of Articles 2, 3 and 4 of the “Measures for the Establishment and Compliance of Independent Directors of Publicly Companies”.

The selection and appointment of independent directors of CHAINTECH shall comply with the provisions of Articles 5, 6, 7, 8 and 9 of the “Measures for the Establishment and Compliance of Independent Directors of Publicly Companies", and shall be based on the Article 24 of the “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companie”.

  1. The election of the CHAINTECH's Directors (including independent directors) and Supervisors shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1, Article 216-1 of the Company Act.

  2. When the number of directors falls below five due to the dismissal of a director for any reason, CHAINTECH 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 Articles of Association, CHAINTECH shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

If the number of independent directors is less than two, or less than one-fifth of the number of directors, they shall be by-election at the latest shareholders' meeting.

When all independent directors are dismissed, CHAINTEC 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 supervisors less than total number prescribed in Articles of Association for any reason, CHAINTECH shall hold a by-election to fill the vacancy at its next shareholders meeting. When all supervisors are dismissed, CHAINTEC shall call a special shareholders meeting within 60 days from the date of occurrence to hold a byelection to fill the vacancies.

  1. The cumulative voting method shall be used for election of the directors and supervisors of CHAINTECH. Each share will have voting rights in number equal to the directors and

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supervisors to be elected, and may be cast for a single candidate or split among multiple candidates.

  1. CHAINTECH shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

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

  3. Before the election begins, the chairman shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the Company and publicly checked by the vote monitoring personnel before voting commences.

  4. In the event that the candidate is a shareholder of the Company, the voters voting for such candidate shall fill in the "candidate" column on the ballot such candidate's account name and shareholder account number. In the event that the candidate is not a shareholder of the Company, the voters voting for such candidate shall fill in the "candidate" column on the ballot such candidate's name and ID number. In the event that the candidate is a government or a corporate shareholder, the voters voting for such candidate shall fill in the "candidate" column on the ballot the name of such government or corporate shareholder together with the name of such government's or corporate shareholder's representative; when there are multiple representatives, the names of all representatives shall be listed.

  5. A ballot shall be deemed void if any of the following circumstances occurs:

  6. (I) The ballot was not prepared by Board of Directors.

  7. (II) A blank ballot is placed in the ballot box.

  8. (III) Any ballot with illegible writing rendering it unrecognizable, or any ballot with corrections.

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  • (IV) Where the candidate voted for is a shareholder of the Company, such candidate's account name and shareholder account number filled in the ballot is inconsistent with that on the shareholders' register. Where the candidate voted for is not a shareholder of the Company, such candidate's name or ID number filled in the ballot is verified to be incorrect.

  • (V) Other words or marks are entered in addition to the electee's account name (name) or shareholder account number (ID document number) and the number of electoral rights allocated.

  • (VI) Where the name of the candidate voted for is the same as the name of other shareholders, and the shareholder account number or ID number are not filled in the ballot for identification.

  • Ballots shall be counted during the meeting upon completion of voting, and the results shall be announced on the spot by the chairman of the meeting, including a list of directors and supervisors elected and their election weights.

  • CHAINTECH shall issue notifications to the persons elected as Directors and Supervisors respectively.

  • Any matters inadequately provided for herein shall be subject to provisions concerned set forth in the Company Act and applicable laws and regulations.

  • These Procedures for Election of Directors and Supervisors shall become effective upon approval by the shareholders' meeting. The same applies to amendments.

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Appendix 4

Shareholding by Directors and Supervisors

  • I. The paid-up capital of CHAINTECH as of April 17, 2022 was NT$1,014,988,310, and the total number of shares issued was 101,498,831 shares.

  • II. Pursuant to Article 26 of the Securities and Exchange Act, the minimum number of shares held by all directors of CHAINTECH shall be 8,000,000 shares, and the minimum number of shares to be held by all supervisors is 800,000.

April17, 2022 Unit: shares

Title Name Date of
Election		 Term Number of shares held at the
time of appointment		 Number of shares held at the
time of appointment		 Number of shares held as recorded
in the shareholders' register as of
the book closure day		 Number of shares held as recorded
in the shareholders' register as of
the book closure day
Number of
shares		 Shareholding
ratio
Number of
shares		 Shareholding
ratio
Chairman E-Cheng Technology
Limited. Representative:
Kao,Shu-Jung		 June 14, 2019
3		 28,532,080 28.11 28,532,080
28.11
Director E-Cheng Technology
Limited. Representative:
Lu Li-Cheng
Director E-Cheng Technology
Limited. Representative:
Wang,Mu-Tien
Independent
Director
Tang, Han-Yu		 June 14, 2019
3		 ─ ─ ─ ─
Independent
Director		 Chen, Kuo-Chin June 14, 2019
3		 ─ ─ ─ ─
Total 28,532,080 28.11 28,532,080
28.11
Supervisor Hsu Sheng-Chin June 14, 2019
3		 1,151,048 1.13 1,151,048 1.13
Supervisor Chou Chun-Tsun June 14, 2019
3		 30,000 0.03 30,000 0.03
Total 1,181,048 1.16 1,181,048 1.16

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Appendix 5

Other Necessary Supplements:

Report on Handling Shareholders' Proposals at the 2022 Regular Shareholders' Meeting:

  1. Pursuant to Article 172-1 and Article 192-1 of the Company Act, a shareholder holding 1% or more of the total number of issued shares may submit to CHAINTECH a written proposal for discussion, and propose a list of candidates for directors (including independent directors) at a regular shareholders meeting.

  2. Proposal content: Each shareholder's proposal is limited to one, and the content of the proposal must not exceed 300 words, otherwise it shall not be included in the agenda of the shareholders' meeting.

  3. Nomination content: The nominating shareholder shall attach the nominee's name, educational background, experience, letter of commitment after election, statement and other relevant supporting documents of absence of any of the circumstances specified in Article 30 of the Company Law, and the number of candidates nominated shall not exceed the number of directors and independent directors to be elected. If exceeds, they shall not be included in the list.

  4. CHAINTECH, in accordance with the law, announced on the MOPS that it would accept proposals raised from April 8, 2022 to April 18, 2022 (registered mail is subject to arrival) by shareholders for this regular shareholders meeting.

  5. CHAINTECH did not receive any shareholder proposals and nominations during the period of acceptance.

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