CWP - AGM Information 2021 | FinancialReports.eu

Stock code: 2072

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2021 Century Wind Power Co., Ltd. 2021 General Shareholders’ Meeting Handbook

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Time: 2 pm on May 28 (Friday), 2021 Venue: No.1119, Sec. 1, Zhongshan Rd., Guanyin Dist., Taoyuan City (meeting room on 4F)

Century Wind Power Co., Ltd.

Century Wind Power

One. Meeting Procedure ....................................................................... 1 Two. Meeting Agenda ............................................................................ 2 I. Report Items ............................................................................................. 3 II. Recognition Items .................................................................................... 4 III. Discussion Items .................................................................................... 4 IV. Extemporary Motions .............................................................................. 6 V. Meeting Adjourned ................................................................................... 6

Three. Annexes

I. 2020 Business Report ................................................................................ 7 II. Audit Committee’s Review Report ............................................................. 12 III. Comparison Table of “Rules of Procedure of Board Meetings” Before and After

Revision ..................................................................................................... 15 IV. 2020 Independent Auditor’s Report and Financial Statements ........................ 25

V. 2020 Earnings Distribution Table ................................................................ 36 VI. Comparison Table of “Procedures for Acquisition or Disposal of Assets” Before and After Revision ....................................................................................... 37

Four. Appendices I. Rules of Procedure of Board Meetings (before revision) ................................... 40 II. Procedure for Acquisition or Disposal of Assets (before revision) ................... 46 III. Articles of Association ............................................................................. 70 IV. Rules of Procedure of Shareholders’ Meetings ............................................. 76 V. Shareholdings of Directors ........................................................................ 84

Century Wind Power Co., Ltd.

Meeting Procedure of 2021 General Shareholders’ Meeting

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I. Call Meeting to Order

II. Chairperson’s Speech

III. Report Items

IV. Recognition Items

V. Discussion Items

VI. Extemporary Motions

VII. Meeting Adjourned

Agenda of 2021 General Shareholders’ Meeting

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Century Wind Power Co., Ltd.

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Time: 2 pm on May 28 (Friday), 2021

Venue: No.1119, Sec. 1, Zhongshan Rd., Guanyin Dist., Taoyuan City (meeting room on 4F)

I. The Chairperson calls the meeting to order
II. Chairperson’s Speech
III. Report Items
(I) 2020 operation status.
(II) 2020 Audit Committee’s Review Report
(III) Distribution of employees’ remuneration for 2020
(IV) Distribution of cash dividend from earnings for 2020
(V) Revision of some articles of the company’s “Rules of Procedure of Board Meetings”
IV. Recognition Items
(I) Recognition of 2020 business report and financial statements
(II) Recognition of earnings distribution for 2020
V. Discussion Items
(I) Revision of some articles of the company’s “Procedure for Acquisition or Disposal of Assets”
(II) The company’s plan to apply for share listing
(III) Cash capital increase for the public underwriting of initial public (OTC) offering, and the full abandonment of subscription by original shareholders
VI. Extemporary Motions
VII. Meeting Adjourned

Report Items

Case 1 (proposed by the board meeting)

Description: 2020 business report; please review.

Explanation: Please refer to page 7 (Annex I) of this handbook for the 2020 business report.

Case 2 (proposed by the board meeting)

Description: 2020 Audit Committee’s Review Report; please review.

Explanation: Please refer to page 12 (Annex II) of this handbook for the 2020 Audit Committee’s Review Report.

Case 3 (proposed by the board meeting)

Description: Distribution of employees’ remuneration for 2020; please review.

Explanation: The company made a profit of NT$929,120,010 in 2020, and the employees’ remuneration of 1.2%, or NT$11,149,440 was allocated.

Case 4 (proposed by the board meeting)

Description: Distribution of cash dividend from earnings for 2020; please review. Explanation: 1. In accordance with the articles of association of the company and the Company Act, the board meeting was authorized to pass a resolution to distribute cash dividends, which shall be reported to the shareholders’ meeting. In addition, the chairperson is authorized to determine the exdividend date, payment date and other related matters.
On February 22, 2021, the board meeting of the company passed a resolution to distribute a cash dividend of NT$500,000,000 in total and NT$5 per share. The chairperson set the ex-dividend date as April 3, 2021, and the dividend payment will complete on April 23, 2021.

Case 5 (proposed by the board meeting)

Description: Revision of some articles of the company’s “Rules of Procedure of Board Meetings”; please review.

Explanation: The company plans to revise some articles of the company’s “Rules of Procedure of Board Meetings” to comply with the law and for the setup of the Audit Committee. Please refer to page 13 (Annex III) of this handbook for the comparison table of the articles before and after the revision.

Recognition Items

Case 1 (proposed by the board meeting)

Description: 2020 business report and financial statements; please recognize.

Explanation: 1. The financial statements and consolidated financial statements of the company for 2020 have been audited by Ching-Biao Cheng and MaoYi Hung, accountants of Ernst & Young. Together with the business report, they were submitted to the Audit Committee for review. The review was completed and the review report is issued accordingly for record.
For the business report, please refer to page 7 (Annex I) of this handbook; for the independent auditors’ report and financial statements, please refer to page 15 (Annex IV) of this handbook.

Case 2 (proposed by the board meeting)

Description: Earnings distribution for 2020; please recognize.

Explanation: The company’s 2020 earnings distribution scheme was approved by the board meeting on February 22, 2020 and submitted to the Audit Committee for audit. Please refer to page 36 (Annex V) of this handbook.

Discussion Items

Case 1 (proposed by the board meeting)

Description: Proposal to revise some of the articles of the company’s “Procedures for Acquisition or Disposal of Assets”; please discuss.

Explanation: For the actual needs of the company, it is proposed to revise some of the articles of the company’s “Procedures for Acquisition or Disposal of Assets”. For the comparison table of the articles before and after the revision, please refer to page 37 (Annex VI) of this handbook.

Resolution:

Case 2 (proposed by the board meeting)

Description: The company intends to apply for the listing of its shares; please discuss. Explanation: 1. For the sustainable development of the company and the attraction of professionals, the company will apply with the “Taiwan Stock Exchange” for share listing at the right time.

It is proposed that the chairperson of the board be authorized to handle the time for submission of the share listing application and related matters in accordance with relevant laws and regulations.

Resolution:

Case 3 (proposed by the board meeting)

Description: Cash capital increase for the public underwriting of initial public (OTC) offering, and the full abandonment of subscription by original shareholders; please discuss.

Explanation: 1. In order to comply with the need for public underwriting after the competent authority approves the initial public (OTC) offering of the company’s shares, it is proposed to issue new shares from cash capital increase at an appropriate time as the source of new shares for public underwriting before the initial public (OTC) offering.
In accordance with Article 267, paragraph 1 of the Company Act, 10% to 15% of the total number of new shares to be issued will be reserved for the subscription of employees. For the part abandoned by employees, it is proposed that the chairperson be authorized to negotiate with specific persons for a full subscription.
Except for the portion reserved for employee subscription as mentioned in the preceding paragraph, it is proposed that the shareholders’ meeting shall, in accordance with Article 28-1, paragraph 2 of the Securities and Exchange Act, exclude the provision of Article 267, paragraph 3 of the Company Act that the original shareholders shall fully subscribe the remaining shares, and the original shareholders shall give up the subscription and the remaining shares shall be fully allocated for public underwriting before the initial public (OTC) offering.
The rights and obligations of the new shares issued by this capital increase are the same as those of the outstanding ordinary shares.
If any revision is required of the main contents (including the issue price, actual issue quantity, issue conditions, underwriting method, planned items, amount to be raised, expected progress and benefits that may be generated, etc.) as well as all other matters related to the issue plan due to the provisions of laws and regulations or the approval of the competent authority, or the response to operation evaluations or the needs of the objective environment, it is proposed that full authorization be given to the board meeting to handle such matters.
It is proposed to authorize the chairperson to, on behalf of the company during the actual public underwriting process, sign the underwriting contract, collect the share subscription contract and related contracts, and determine the payment period, ex-date of the capital increase and other related matters for the issuance of new shares from this cash capital increase.

Resolution:

Extemporary Motions

Meeting Adjourned

[Annex 1]

Century Wind Power Co., Ltd.

2020 Business Report

The development of global offshore wind power is unstoppable. The government has also stepped up its efforts in industrial and economic transformation, and launched the policy requiring the “localization” of industries to assist Taiwanese manufacturers to invest in the wind power supply chain. Underwater infrastructure is one of the important projects that needs to be localized in 2021.

The company takes a positive and pragmatic attitude towards the implementation of the project. In addition to considerations of production cost and progress, the environmental safety and health and quality requirements are the goals which the company strives to achieve when carrying out the project.

2020 is the initial harvest period of the company since its establishment in 2017. The company has joined the supply chain production for the underwater foundation of network wind farms before 2023. Among them, the manufacturing of the 81 foundation piles signed with Ørsted in May, 2019, started in May, 2020, and the manufacturing was fully completed in 2020. At the same time, the manufacturing of the 62 casing-type underwater foundation structures signed with CIP (Copenhagen Infrastructure Fund) in October, 2018, officially started in July, 2020. At present, the production line has already started production. In addition, the manufacturing of the 69 foundation piles for CIP Zhangfang West Island is expected to start in February 2021, and the materials will be put into production after they arrive at the plant in May

Regarding the future orders of new projects, the company will actively strive for order confirmation and contract signing with the Hailong wind farm (300MW) and the Taipower Phase II wind farm (300MW) which will be connected in 2024. At the same time, the company has successively negotiated with post-2025 potential customers, including competitive wind farms and block-development wind farms about production capacity and cooperation. The company will also adhere to the goal of optimizing production capacity and maximizing the company’s revenue, and actively strive for orders of the next stage.

The summary report of the company’s business results for 2020 and business plan for 2021 is as follows:

I. 2020 Business Results

(I) Implementation Results of Business Plan

The net operating income in 2020 was NT$2,494,630 thousand, an increase of 2,537.53% compared with NT$94,582 thousand in 2019, which is mainly due to the start of the manufacturing of 81 foundation piles signed by Ørsted in 2020 (the manufacturing has been completed and the foundation piles are waiting for the buyer’s collection) and 62 casing-type underwater foundation structures of Zhangfang West

Island.

(II) Budget Implementation Status

Not applicable as there is no public financial forecast for 2020.

(III) Financial Income and Expenditure and Profit Analysis
The operating income, operating cost and operating gross profit of 2020 are as follows:

Annual net operating income: NT$2,494,630 thousand.

Annual operating cost: NT$1,485,711 thousand.

Annual gross profit: NT$1,008,919 thousand.

The operating expenses, non-operating income and non-operating expenditure of 2020 are as follows:

Annual operating expenses: NT$71,982 thousand.

  - Annual non-operating income (expenditure): NT$(12,463) thousand.

The net profit before tax in 2020 is NT$924,474 thousand. The net profit after tax in 2020 was NT$768,161 thousand, and the net profit after tax per share is NT$8.09.
(IV) Research and Development Status

The company is mainly engaged in offshore wind power underwater foundation manufacturing and project management services (including quality control and cost control). While continuing to carry out existing projects, in the future the company will continue to develop the super-large-diameter pile structure rounding technology of offshore wind turbine underwater foundations, large assembly technology of casing-type underwater foundations, and the establishment of relevant quality control systems, so as to facilitate the development of products that meet the requirements of developers. The future product development plan and technical direction are as follows: The development of quality control systems and inspection technology of underwater foundation transition sections, rolling technology of super-large-diameter pile structures, and large assembly technology of casing-type underwater foundations.

II. Summary of 2021 Business Plan

(I) Business

In the future, the product direction will be the manufacturing of casing-type underwater foundations and foundation piles. However, there are also developers and contractors negotiating with our company about single-pile underwater foundation projects. The main product markets (manufacturing of casing-type underwater foundations and foundation piles) and the single-pile underwater foundation structure market are described below.

Potential new projects in major product markets:

According to the relevant planning of the selection measures, bidding and blockdevelopment of the Energy Bureau of the Ministry of Economic Affairs, currently

the potential new projects in each year are as follows:

Network wind farms in 2024 (wind farms under selection measures):

The wind farms in this stage include the Hailong wind farm, the Taipower Phase II wind farm and the Zhongneng wind farm. Since the shareholder of the

Zhongneng wind farm is China Steel, and its subsidiary Sing Da Marine Structure is also an underwater foundation manufacturer, the company only strives for the orders from the Hailong wind farm and the Taipower Phase II wind farm. The Hailong wind farm is expected to have 21 casing-type underwater foundations and 63 foundation piles. At present, our company has entered the final bidding stage, and it is expected that we will win the priority/exclusive supplier right from March to June in 2021, and confirm the order and sign the contract in the same year. The company has won the priority supplier right for the Taipower Phase II wind farm and is expected to sign a formal contract before March 2021.

Network wind farms in 2025 (wind farm bidding):

The wind farms in this stage include the Ørsted Big Changhua and Hailong Phase II wind farms. It is estimated that there will be a capacity of about 1.6 GW piles in total, for more than 110 underwater foundations. Although the wind farms at this stage are bidding-based without the requirement for localization, the two owners have discussed with the company, and it is expected that the bidding invitation document will be officially sent in early 2021. The company will also adhere to the direction of reasonable profits and competitiveness to strive for orders at this stage.

Network wind farms in 2026 (block development wind farms):

At present, the Energy Bureau of the Ministry of Economic Affairs has announced several versions of the rules for block-development wind farms after 2026. It is expected that the rules for this stage will be officially announced before the end of 2020, and the selection and installation capacity allocation for 2026 and 2027 will be carried out before the middle of 2021. At present, major developers and contractors have actively contacted the company to discuss various potential strategic cooperation programs. Further in-depth discussions are expected in early 2021.

(II) Operation

In 2021, the company will mainly focus on the implementation of 69 foundation piles and 16 underwater foundations in the first phase of the 62 casing-type underwater foundation structure project in Zhangfang West Island.

Based on the successful experience of implementing 81 piles of Ørsted in 2020, the company will continue to implement 69 piles of Zhangfang West Island on schedule with high quality.

The most important operation project in 2021 will be the implementation of 16 underwater foundations in the first phase of the 62 casing-type underwater infrastructure project in Zhangfang West Island. The 16 underwater foundations are expected to be completed and delivered by the end of the year.

In addition, the company’s construction of the second and third phase plants of the Taipei Harbor South Terminal will be one of the main operation projects. It is expected that the construction will be completed and the user license will be obtained between June and September 2021.

III. Future Development Strategy of the Company

In the future, the company will continue to adhere to the sustainable business philosophy of “safety, quality, responsibility, honor, performance and innovation”, implement the 5S management responsibilities of “sorting, rectification, cleaning, hygiene and selfcultivation”, strengthen internal management, and establish the concept of costeffectiveness for all staff in the hope to create maximum benefits with minimum costs, establish an excellent reputation and core competitiveness. The future development strategies and action plans are formulated accordingly as follows:

(I) Business Development Strategy
Because the specifications and quality assurance requirements of offshore wind power underwater foundation products are different from those of existing steel products in the market, the company intends to continuously accumulate its own manufacturing capacity for offshore wind power underwater foundations, comply with the government’s development policy for offshore wind farms, actively strive for orders for other domestic offshore wind farms, and seek stable long-term cooperation.
Due to the large size of offshore wind power underwater foundations, it is impossible to transport it on regular roads. Therefore, the prerequisite for the proper manufacturing site is that it must be equipped with a large hinterland and heavy cargo wharf to facilitate nearby loading and sea loading after assembly and production. In order to strive for business opportunities for the manufacturing of offshore wind power subsea bases, the company has rented a port at Taipei Harbor and its hinterland as the production base for underwater bases to facilitate manufacturing, storage and transportation, so as to support the national policy with practical actions, and create more diversified business opportunities for the company.
Comply with government agencies to promote the alternative energy policy, and actively invest in the development of relevant offshore wind power to improve market share and maintain stable revenue sources.
(II) Manufacturing Strategy:
Add production equipment (especially for semi-automatic production) to improve production capacity, plan and improve the configuration of production flow and production equipment, so as to improve production equipment mobility and production efficiency.
Continuously review and improve construction methods to improve

efficiency, reduce cost, shorten project duration and improve competitiveness.

Provide technology training to quality control testing personnel, and introduce high-precision instruments and equipment accordingly to maintain the quality level and detection efficiency of products.
As regards the promotion of labor safety, continue to promote occupational safety and health and obtain certification, and effectively reduce occupational disasters and achieve sustainable operation of the company through continuous improvement of the labor environment.

IV. Impact of External Competition Environment, Regulatory Environment and Overall Operating Environment

In view of the external competition environment, as the business prospect of wind farms up to 2024 is still protected by the localization policy, there is not too much external competition. Especially for casings used for underwater foundations, there are only two local manufacturers, and there is not much competition. Although there are 4 to 5 local manufacturers of foundation piles, the company is the first local manufacturer to have completed a pile project, and therefore has a very good competitive advantage.

There is no obvious negative impact on business or operation due to changes in the legal environment. However, based on the published draft of its measures for block development to be announced in the first quarter of 2021, the Ministry of Economic Affairs will still set the localization requirement for wind farms after 2026, and this is considered a positive impact.

In view of the overall operating environment, the rise of the steel price has generally caused an impact on related industries. However, for the company, the materials for all projects under implementation have been ordered; for projects pending implementation, the company will also find a better time to order materials.

For new business, the rise of steel price will be reflected in the price quotation and negotiation.

The business results of 2020 and the outline of the business plan for 2021 are hereby reported as above. We will still maintain a rigorous and positive spirit and attitude, implement all the business strategies and plans of the company, and strengthen the quality of decision-making and adaptability, so as to make the company more competitive and create new opportunities and achieve good results.

Chairperson: Wen-Hsiang Lai Manager: Jien-Cheng Li Accounting Director: Wan-Ling Liao

[Annex II]

Century Wind Power Co., Ltd.

Audit Committee Review Report

The board of directors prepared and submitted the company’s business report, financial statements and earnings distribution proposal for 2020. The financial statements for 2020 were already audited by Ernst & Young, and the Independent Auditor’s Report was issued accordingly. The above-mentioned business report, financial statements and earnings distribution schedule for 2020 have been reviewed by the Audit Committee, with no discrepancy detected. Therefore, this report is issued in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act; kindly review and approve.

To 2021 general shareholders’ meeting of Century Wind Power Co., Ltd.

Century Wind Power Co., Ltd. Convener of Audit Committee: Chung-Chiu Huang

February 22, 2021

[Annex III]

Century Wind Power Co., Ltd.

Comparison Table of Revised Articles of the “Rules of Procedure of Board Meetings”

Article amended	Article after amendment	Original article	Explanation of amendment
Article 17	Other than the matters in paragraph 1 of Article 12 which shall be submitted to the board meeting as discussion items, the board of directors of the company may authorize the chairperson to exercise the functions and powers of the board of directors in accordance with laws and regulations or the articles of association; the content of authorization is as follows: I. Review and approval of all important contracts. II. Review and approval of real estate mortgage loans and other loans. III. Review and approval of purchase and disposal of general assets and real estate of the company. IV. Approval of annual budget and review of annual final accounts. V. Short-term investment (including stocks, funds, bonds, beneficiary certificates, etc.). VI. Fund scheduling (including drawdowns within the loan limit). VII. Appointment of directors and supervisors of investee companies. VIII. Review and approval of the ex-date of capital increase or decrease and of cash dividend distribution.	Other than the matters in paragraph 1 of Article 12 which shall be submitted to the board meeting as discussion items, the board of directors of the company may authorize the chairperson to exercise the functions and powers of the board of directors in accordance with laws and regulations or the articles of association; the content of authorization is as follows: I. Review and approval of all important contracts. II. Review and approval of real estate mortgage loans and other loans. III. Review and approval of purchase and disposal of general assets and real estate of the company. IV. Approval of annual budget and review of annual final accounts. V. Short-term investment (including stocks, funds, bonds, beneficiary certificates, etc.). VI. Fund scheduling (including drawdowns within the loan limit). VII. Appointment of directors and supervisors of investee companies. VIII. Review and approval of the ex- date of capital increase or decrease and of cash dividend distribution. IX. Selection and dismissal of the company’s independent auditor. X. Evaluation of internal auditors and their work performance. XI. Evaluation of the internal control system of the company.	In compliance with the establishmen t of the Audit Committee, some of the functions and powers authorized by the board of directors to the chairperson are deleted, and such functions and powers shall be exercised by the Audit Committee

Article amended	Article after amendment	Original article	Explanation of amendment
Article 19	These rules were established on December 18, 2019 The first revision was made on September 23, 2020 The second revision was made on January 29, 2021	These rules were established on December 18, 2019 The first revision was made on September 23, 2020	The revision date and number are added

[Annex IV]

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[Annex V]

Century Wind Power Co., Ltd. 2020 Earnings Distribution Table

Unit: NT$

Unit: NT$
Item	Amount
Undistributed earnings at the beginning of the period	0
Plus: net profit after tax in 2020	768,161,896
Less: 10% as legal reserve	(76,816,190)
Earnings available for distribution this year	691,345,706
Allocation items
Dividend to shareholders - cash dividend (NT$5 per share)	500,000,000
Undistributed earnings at the end of the period	191,345,706

Note: The current cash dividend is calculated according to the distribution proportion up to NT$1, and the amount less than NT$1 is rounded off. The total of the amounts less than NT$1 is included in the company’s other income.

Chairperson: Wen-Hsiang Lai Manager: Jien-Cheng Li Accounting Director: Wan-Ling Liao

[Annex VI]

Century Wind Power Co., Ltd.

Comparison Table of Revised Articles of the “Procedures for Acquisition or Disposal of Assets”

Article amended	Article after amendment	Original article	Explanation of amendment
Article 10	Procedures for Acquisition or Disposal of Real Estate or Its Right-of-use Assets from Related Parties first item is omitted. II. Assessment and operation procedure If the company acquires or disposes of real estate or its right- of-use assets from a related party, or acquires or disposes of assets other than real estate or its right- of-use assets with a related party, and the transaction amount reaches more thanNT$100 million,other than trading domestic government bonds or debts with repurchase or resale conditions, and subscription to or redemption of money market funds issued by domestic securities investment trust enterprises, the following information shall be submitted to the Audit Committee and approved by more than half of its members, and further submitted to the board meeting for resolution before the transaction contract can be signed and the payment can be made: (I) The purpose, necessity and expected benefits of acquisition or disposal of the assets. (II) Reasons for selecting the related party as the trading counterparty. (III) For acquisition of real estate or its right-of-use assets from a relatedparty,evaluate the	Procedures for Acquisition or Disposal of Real Estate or Its Right-of-use Assets from Related Parties first item is omitted. II. Assessment and operation procedure If the company acquires or disposes of real estate or its right-of-use assets with a related party, or acquires or disposes of with a related party assets other than real estate or its right-of-use assets, and the transaction amount reaches more than20% of the paid-in capital of the company or 10% of the total assets or NT$300 million, other than trading domestic government bonds or debts with repurchase or resale conditions, and subscription to or redemption of money market funds issued by domestic securities investment trust enterprises, the following information shall be submitted to the Audit Committee and approved by more than half of its members, and further submitted to the board meeting for resolution before the transaction contract can be signed and the payment can be made: (I) The purpose, necessity and expected benefits of acquisition or disposal of the assets. (II) Reasons for selecting the related party as the trading counterparty. (III) For acquisition of real estate or its right-of-use assets from a related party, evaluate the rationality of the predetermined trading conditions in accordance with the provisions of items (I) and (IV) of paragraph III of this article. (IV) The original acquisition date and price of the related party, and the trading counterpartyand its relationshipwith the	The transaction amount of a related party was revised in compliance with company operation

Article amended	Article after amendment	Original article	Explanation of amendment
	rationality of the predetermined trading conditions in accordance with the provisions of items (I) and (IV) of paragraph III of this article. (IV) The original acquisition date and price of the related party, and the trading counterparty and its relationship with the company and the related party, etc. (V) A forecast statement of cash receipts and payments for each month of the next year from the beginning of the contract month, and an assessment of the necessity of the transaction and the rationality of the use of funds. (VI) The appraisal report issued by a professional appraiser or the opinion of an accountant which is obtained in accordance with this article. (VII) Restrictions and other important agreements of this transaction. The third and fourth items are omitted. For the acquisition or disposal of real estate right-of-use assets or equipment or its right-of-use assets for business purposes between the company and the parent company or a subsidiary, or between subsidiaries which the company directly or indirectly holds 100% of the issued shares or capital, the board of directors may authorize the chairperson to approve within a limit ofNT$100 millionin advance, and then have the approval submitted to the next board meetingfor ratification. t	company and the related party, etc. (V) A forecast statement of cash receipts and payments for each month of the next year from the beginning of the contract month, and an assessment of the necessity of the transaction and the rationality of the use of funds. (VI) The appraisal report issued by a professional appraiser or the opinion of an accountant which is obtained in accordance with this article. (VII) Restrictions and other important agreements of this transaction. hird and fourth items are omitted. The acquisition or disposal of real estate right-of-use assets or equipment or its right-of-use assets for business purposes between the company and the parent company or a subsidiary, or between subsidiaries which the company directly or indirectly holds 100% of the issued shares or capital, the board of directors may authorize the chairperson to approve within a specified limitin advance, and then have the approval submitted to the next board meeting for ratification.

Article amended	Article after amendment	Original article	Explanation of amendment
Article 19	The procedures were established onJune 28, 2019 The first revision was madeon June 5, 2020 The second revision was madeon November 4, 2020 The third revision was made on May 28, 2021	The procedures were establishedonJune 28, 2019 The first revision was madeonJune 5, 2020 The second revision was madeon November 4, 2020	The revision date and number are added

[Appendix 1]

Century Wind Power Co., Ltd.

Rules of Procedure of Board Meetings (before revision)

Article 1: In order to establish a good board meeting governance system, improve the supervision function and strengthen the management function of the company, the rules are formulated in accordance with Article 2 of the “Regulations Governing Procedure for Board of Directors Meetings of Public Companies” for compliance.
Article 2: The main contents, operating procedures and matters to be recorded in the minutes of the rules of procedures for the board meeting of the company, and the announcements and other matters to be followed shall be handled in accordance with the provisions of the rules, unless otherwise provided by laws or the articles of association.
Article 3: The board meeting of the company shall be convened once a quarter. For the convening of the board meeting, the reason for convening the meeting shall be specified and the directors shall be notified seven days in advance. However, it may be convened at any time in case of emergency.
Except for emergencies or justified reasons, the items in Article 12, paragraph 1 of the rules shall be listed in the reason for convening the meeting, and shall not be proposed as extraordinary motion.
The aforementioned meeting notice may be made via electronic means with the consent of the counterparties.
Article 4: The Management Department of the company is designated by the board of directors to handle meeting related matters.
The handling unit shall draft the contents of the board meeting and provide sufficient meeting materials, which shall be sent together with the meeting notice. If the director thinks that the meeting materials are not sufficient, they may request the handling unit for supplement. If the director thinks that the proposal related materials are not sufficient, the review of the proposals may be postponed after the resolution of the board meeting.
Article 5: When the board meeting of the company is convened, a signature book shall be set up for the attending directors to sign in for inspection and reference. Directors shall attend the board meeting in person. If a director cannot attend in person, they may entrust another director to attend the meeting as the deputy in accordance with the company’s articles of association. Directors who participate in the meeting by video shall be deemed to be present in person.
In case a director appoints another director to attend a board meeting on their behalf, they shall, each time, issue a written proxy and state therein the scope of authorization concerning the causes of convening the meeting.

The proxy in item 2 may only be entrusted to one person.

Article 6: The place and time of the board meeting of the company shall be at the location and office hours of the company, or at a place and time suitable for the attendance of directors and suitable for the board meeting.
Article 7: The board meeting of the company shall be convened by the chairperson, who shall also serve as the chair of the meeting. However, for the first board meeting of each term, if the meeting is convened by the director who won most ballots with voting rights at the shareholders’ meeting, this convener shall act as the chair of the meeting. If there are two or more persons with the right to convene, one person shall be selected from them.
In accordance with Article 203, paragraph 4 or Article 203-1, paragraph 3 of the Company Act, if the board meeting is convened by more than half of the directors, the directors shall elect one among themselves as the chair of the meeting. When the chairperson is on leave or unable to perform his duties for some reason, the chairperson shall designate a director to act as his deputy. When the chairperson does not appoint a deputy, the directors shall elect one among themselves as the deputy.

Article 8: When the company’s board meeting is convened, the management department shall prepare relevant information for the directors to review at any time. Depending on the content of the proposals, the personnel of relevant departments or subsidiaries may be notified to attend the board meeting. When necessary, accountants, lawyers or other professionals may also be invited to attend the meeting and give explanations. However, they shall leave the meeting during discussions and voting. The chairperson of the board shall call the meeting to order immediately when more than half of the directors have attended the meeting. At the scheduled meeting time, if half of all directors are absent, the chairperson may announce the postponement of the meeting. The number of postponements is limited to two. If the quorum is still not reached after the second postponement, the chairperson may re-convene in accordance with the procedures prescribed in paragraph 2 of Article 3. All directors mentioned in the preceding paragraph and paragraph 2, item 2 of Article 16 shall be based on the actual number of persons currently in office.

Article 9: The entire process of the board meeting of the company shall be audio or video recorded, and the recording shall be kept for at least five years; the recording may be kept in electronic form. Before the expiry of the retention period mentioned in the preceding paragraph, when a lawsuit occurs on the matters discussed at the board meeting, the relevant audio or video recording evidence shall be kept until the end of the lawsuit. If a video conference is convened, the video and audio data shall be part of the meeting record and properly kept during the company’s existence.

Article 10: The contents of the company’s regular board meetings shall include at least the following items:
I. Report Items:
- (I) Minutes of the last meeting and implementation status.
- (II) Important financial issues.
- (III) Internal audit issues.
- (IV) Other important report items.
II. Discussion Items:
- (I) Discussion items reserved from the last meeting.
- (II) Discussion items scheduled for this meeting.
III. Extemporary Motions.
Article 11: The board meeting of the company shall proceed in accordance with the agenda in the meeting notice. However, it may be changed with the approval of more than half of the directors present.
Without the approval of more than half of the directors present, the chairperson shall not declare the meeting adjourned.
During the board meeting, if the number of directors present does not reach more than half of the directors present, upon the proposal of the directors present, the chairperson shall announce suspension of the meeting, and the provisions of paragraph 3 of Article 8 shall apply.
Article 12: The following matters shall be referred to the board meeting of the company for discussion:
I. The company’s business plan.
II. The annual financial report signed or sealed by the chairperson, the manager and the accounting head, and the second-quarter financial report checked and certified by the independent auditor.
III. Formulation or amendment of the internal control system in accordance with Article 14-1 of the Securities and Exchange Act, and assessment of the effectiveness of the internal control system.
IV. Formulation or amendment of procedures for acquisition or disposal of assets, derivative transactions, loans to others, and endorsements or guarantees for others in accordance with the provisions of Article 36-1 of the Securities and Exchange Act.
V. Raising, issuing or private placement of equity securities.
VI. Appointment and dismissal of financial, accounting or internal audit supervisors.
VII. Donations to related parties or major donations to non-related parties. However, donations of a public welfare nature for emergency relief due to major disasters must be ratified at the next board meeting.
VIII. Significant matters which are subject to the resolution of the shareholders’ meeting or the board meeting in accordance with Article 14-3 of the Securities and Exchange Act or other laws and regulations or the articles of association, or are specified by the competent authority.

The related parties mentioned in item 7 of the preceding paragraph refer to related

parties regulated by the Regulations Governing the Preparation of Financial Reports by Securities Issuers; the major donation to non-related parties refers to the amount of each donation or the cumulative amount of donations to the same object within one year reaching NT$100 million, or 1% of the net operating income, or more than 5% of the paid-in capital in the most recent financial report certified by an accountant.

The term “within one year” mentioned in the preceding paragraph is based on the date of the board meeting and retrospectively calculated for one year in the past. The part that has been passed by the board meeting is exempt from being counted in.

At least one independent director should attend the board meeting in person; for the matters in item 1 that should be referred to the board meeting, all independent directors should be present at the board meeting. If an independent director is unable to attend in person, they should designate another independent director to attend. If independent directors have objections or qualified opinions, they should be stated in the minutes of the board meeting; if independent directors cannot express their objections or qualified opinions in person at the board meeting, unless there are legitimate reasons, they should issue written opinions in advance and include them in the minutes of the board meeting.

Article 13: When the chairperson is of the opinion that a proposal has been discussed sufficiently to put it to the vote, the chairperson may announce a cessation of the discussion and call for a vote.

When voting at the board meeting of the company, if there is no objection from all the directors present after consultation by the chairperson, then the proposal shall be deemed passed.

If there is a disagreement after the chairperson’s consultation with the directors present, it shall be put to the vote. The voting method shall be determined by the chairperson from one of the following, but when the attendees have objections, the decision shall be made based on the opinion of the majority:

I. By show of hands or voting machine.

II. By a roll call.

III. By ballot casting.

All directors referred to in the previous paragraphs do not include directors who

are not allowed to exercise voting rights in accordance with paragraph 1 of Article 15.

Article 14: Unless otherwise provided by the Securities and Exchange Act and the Company Act, a resolution of a proposal at the board meeting requires the approval of a majority of the directors present at the meeting which is attended by a majority of all directors.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to the vote. However, when any one among them is passed, the other proposals will then be deemed rejected and no further voting shall be required.

Vote scrutinizing and counting personnel for the voting on a proposal, if required, shall be appointed by the chairperson, provided that all the scrutinizing personnel shall be shareholders of the company.

The results of the voting shall be announced on-site at the meeting, and a record shall be made of the vote.

Article 15: If a meeting item involves the interest of a director themselves or the legal person they represent, the director shall explain the important content of the interest in the current board meeting; if it is harmful to the company’s interests, the director shall not join the discussion and voting and shall avoid the discussion and voting sessions, and may not represent any other director to exercise the voting rights. If a director’s spouse, second-tier relative and other blood relatives, or a company with a controlling or affiliation relationship with the director has an interest in an item at the meeting of the preceding paragraph, it shall be regarded that the director has a personal interest in the item.

For directors who are not allowed to exercise voting rights in accordance with the preceding two paragraphs, the resolutions of the company’s board meeting shall be handled in accordance with Article 180, paragraph 2 of the Company Act based on Article 206, paragraph 6 of the same act.

Article 16: The proceedings of the board of directors of the company shall be recorded into minutes, which shall cover the following items in detail:
I. Session and term (or year) and time and place of the meeting. II. The name of the chairperson. III. The attendance status of directors, including the names and numbers of attendees, those on leave and absentees.
IV. The names and titles of attendees.
V. The name of the minute taker. VI. Report items.
VII. Discussion items:The resolution method and results of each proposal, the summary of the speeches of directors, experts and other personnel, the names of the directors with personal interests involved as in paragraph 1 of the preceding article, the explanation of the important content of such personal interests, the reasons for avoidance or non-avoidance, the status of avoidance, objections or qualified opinions with records or written statements and written opinions issued by independent directors in accordance with Article 12, paragraph 4.

VIII. Extemporary motions:The name of the proposer, the resolution method and result of the proposal, the summary of the speeches of directors, experts and other personnel, the names of the directors with personal interests involved as in paragraph 1 of the preceding article, the explanation of the important content of such personal interests, the reasons for avoidance or non-avoidance, the status of avoidance, objections or qualified opinions with records or written statements.

IX. Other matters to be recorded.
If any of the following circumstances occur to the resolutions of the board meeting, in addition to having them recorded in the minutes, a declaration shall be made on the MOPS as designated by the Financial Supervisory Commission at the specified declaration time in accordance with the “Taipei Exchange Procedures for Verification and Disclosure of Material Information of Companies with TPEx Listed Securities”:
I. The independent directors have objections or qualified opinions with records or written statements in place.
II. The resolution is not approved by the audit committee of the company, but approved by more than two-thirds of all directors.

The board meeting sign-in book is a part of the minutes of the proceedings and should be properly kept during the company’s existence.

The minutes of the proceedings shall be signed or sealed by the chairperson and the minutes taker, and distributed to the directors and supervisors within 20 days after the meeting. The minutes shall be included in the company’s important files, and properly kept during the company’s existence.

The production and distribution of the minutes in paragraph 1 may be done electronically.
Article 17: Other than the matters in paragraph 1 of Article 12 which shall be discussed by the board meeting of the company, the board of directors of the company may authorize the chairperson to exercise the functions and powers of the board of directors in accordance with laws and regulations or the articles of association of the company., the contents of their authorization as follows:
I. Review and approval of all important contracts.
II. Review and approval of real estate mortgage loans and other loans.
III. Review and approval of purchase and disposal of general assets and real estate of the company.
IV. Approval of annual budget and review of annual final accounts.
V. Short-term investment (including stocks, funds, bonds, beneficiary certificates, etc.).
VI. Fund scheduling (including drawdowns within the loan limit).
VII. Appointment of directors and supervisors of investee companies.
VIII. Review and approval of the ex-date of capital increase or decrease and of cash dividend distribution.
IX. Selection and dismissal of the company’s independent auditor.
X. Evaluation of internal auditors and their work performance.
XI. Evaluation of the internal control system of the company.
Article 18: These Rules shall come into force after being passed by the resolution of the board meeting, and the same shall apply when they are amended.
Article 19: These rules were established on December 18, 2019. The first revision was made on September 23, 2020

[Appendix II]

Century Wind Power Co., Ltd.

Procedures for Acquisition or Disposal of Assets (before revision)

Article 1: Purpose

The procedures are formulated to protect assets and implement information disclosure.

Article 2: Legal basis

The procedures are formulated in accordance with Article 36-1 of the Securities and Exchange Act (hereinafter referred to as the Act)and relevant laws and regulations.

Article 3: Scope of assets

I. Marketable securities:Including stocks, bonds, corporate bonds, financial bonds, securities representing funds, depository receipts, call (put) warrants, beneficiary securities and asset-based securities.
II. Real estate (including land, housing and construction, investment real estate, right-of-use of land, inventory of construction)and equipment.
III. Membership cards.
IV. Intangible assets:Including patents, copyrights, trademarks, franchises and other intangible assets.
V. Right-of-use assets
VI. Creditor’s rights of financial institutions (including receivables, foreign exchange discounts, loans and receivables on demand).
VII. Derivatives.
VIII. Assets acquired or disposed of by merger, division, acquisition or share transfer in accordance with the law.
IX. Other important assets.

Article 4: Definitions

I. Derivatives:Refers to forward contracts, option contracts, futures contracts, leveraged margin contracts, swap contracts, hybrids of the contracts above, hybrid contracts of embedded derivatives or structured products derived from specific interest rates, financial instrument prices, commodity prices, exchange rates, price or rate indices, credit ratings or credit indices, or forward contracts derived from other variables. The term forward contract shall not include insurance contract, performance contract, after-sales service contract, long-term lease contract and long-term purchase/sale contract.
II. Assets acquired or disposed of by merger, division, acquisition or share

transfer according to law:Assets acquired or disposed of in accordance with the Business Mergers and Acquisitions Act, Financial Holding Company Act, The Financial Institutions Merger Act or other laws, or issuance of new shares in exchange for the shares of other companies in accordance with Article 1563 of the Company Act (hereinafter referred to as share transfer).

III. Related party:Refers to the party recognized in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
IV. Subsidiary:Refers to the entity recognized in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
V. Professional appraiser:Refers to a real estate appraiser or a person who may be engaged in the appraisal business of real estate or equipment in compliance with the law.
VI. Date of occurrence:Refers to the date of signing, payment, entrusted transaction, ownership transfer, resolution of a board meeting or a date on which the trading counterparty and transaction amount may be determined, whichever is earlier. For investors who need to be approved by the competent authority, the earlier of the dates above or the date of receipt of approval by the competent authority shall prevail.
VII. Investment in mainland China:Refers to investment conducted in mainland China in accordance with the Licensing Measures for Investment or Technical Cooperation in Mainland China by the Investment Commission of the Ministry of Economic Affairs.
VIII. 10% of total assets:Calculated according to the total asset amount in the latest entity or individual financial report, as specified in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Article 5: Limits of investment in real estate for non-business purposes and its right-of-use assets and securities investment
I. The limits of the company’s investment in real estate not for business purposes and its right-of-use assets and of securities investment are as follows: (I) The total amount of real estate purchased for business purposes and its right-of-use assets shall not be higher than 30% of the net value in the company’s latest financial statements.
- (II) The total amount of securities investment shall not be higher than 100% of the net value in the company’s latest financial statements.
- (III) The amount of individual securities investment shall not be higher than 90% of the net value in the company’s latest financial statements.
II. The limits of real estate for non-business purposes and its right-of-use assets and securities acquired by subsidiaries of the company are as follows:
- (I) The total amount of real estate purchased for business purposes and its

right-of-use assets shall not be higher than 30% of the net value in the company’s latest financial statements.

  - (II) The total amount of investment in securities shall not be higher than 100% of the net value in the company’s latest financial statements, but if the subsidiary is specialized in investment, the limit shall be 100% of the net value in the company’s latest financial statements.

  - (III) The amount of investment in individual securities shall not be higher than 30% of the net value in the company’s latest financial statements.

Article 6: For the appraisal report obtained by the company or the opinion of an accountant, lawyer or securities underwriter, the professional appraiser and their appraising staff, the accountant, the lawyers or the securities underwriters shall meet the following requirements:
I. The person has not been declared to be sentenced to fixed-term imprisonment of more than one year for violating this Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act or the Business Entity Accounting Act, or for having committed defraud, breach of trust, embezzlement, falsification of documents or criminal acts in business. However, this restriction does not apply to those who have served the sentence period or completed the probation period or if a three-year period has passed after the pardon.
II. Not a related person or a person with substantial relationship of the transaction counterparty.
III. If the company should obtain the appraisal report of two or more professional appraisers, the different professional appraisers or appraising staff shall not be related persons or persons with substantial relationship. When issuing the appraisal report or opinion, the aforementioned personnel shall follow the requirements below:
- (I) Carefully evaluate their own professional ability, practical experience and independence before accepting the case.
- (II) When examining a case, it is necessary to plan and implement the appropriate operation process to form a conclusion and issue a report or opinion based on it; the implementation procedures, data collected and conclusions shall be detailed in the working paper of the case.
- (III) The completeness, correctness and rationality of the data sources, parameters and information used shall be evaluated item by item, so as to provide the basis for the issuance of the appraisal report or opinion.
- (IV) The declaration shall include the professionalism and independence of relevant personnel, the reasonableness and correctness of information used in the appraisal and the compliance with relevant laws and regulations.

Article 7: Where assets are acquired or disposed of in the auction procedure of the court, the certificate issued by the court may replace the appraisal report or the opinion of the accountant.
Article 8: Procedures for acquisition or disposal of real estate, equipment or their right-of-use assets
I. Assessment and operation procedures The company’s acquisition or disposal of real estate, equipment or assets or their right-of-use assets shall be handled in compliance with the internal control system of the company concerning real estate, plant and equipment circulation.
II. Decision procedure of terms of transaction and authorized amount
- (I) For the acquisition or disposal of real estate and its right-of-use assets, the company shall refer to the announced present value, the evaluated value, the actual transaction price of the adjacent real estate, final transaction conditions and transaction price, and file an analysis report to the chairperson. If the amount is more than NT$100 million and less than 200 million (inclusive), it shall be submitted to the chairperson for approval and reported afterwards to the next board meeting for reference; if the amount exceeds NT$200 million, it shall be submitted to the board meeting for approval before implementation.
- (II) The acquisition or disposal of equipment and its right-of-use assets shall be made by inquiry, comparison, negotiation or bidding. If the amount is more than NT$100 million and less than NT$200 million (inclusive), it shall be submitted to the chairperson for approval and reported afterwards to the next board meeting for reference; if the amount exceeds NT$200 million, it shall be submitted to the board meeting for approval before implementation.
III. Execution unit
- The company’s acquisition or disposal of real estate, equipment or their rightof-use assets, after submission for approval according to the aforementioned authority, shall be executed by the User Department and the Management Department.
IV. Appraisal report of real estate, equipment or their right-of-use assets Other than the transactions with domestic government agencies, commissioned construction of self-own land and commissioned construction of leased land, or acquisition or disposal of equipment or its right-of-use assets for business purposes, if the transaction amount reaches 20% of the paid-in capital of the company or NT$300 million or more, the company shall obtain the appraisal report issued by a professional appraiser before the date

of occurrence and comply with the following:

(I) If a limited price, specific price or special price is used as the reference basis for the transaction price due to special reasons, the transaction shall be submitted to the board meeting for resolution first; the same procedure shall be followed if the transaction conditions are changed later.
(II) If the transaction amount reaches NT$1 billion or more, two or more professional appraisers shall be invited to evaluate the transaction.
(III) In case of any of the following circumstances, except if the appraisal results of the assets obtained are higher than the transaction amount or the appraisal results of the disposed assets are lower than the transaction amount, the accountant shall be requested to comply with the provisions of the Auditing Standards Bulletin No. 20 issued by the Accounting Research and Development Foundation of the Republic of China (hereinafter referred to as the Accounting Research and Development Foundation), and express a concrete opinion about the reasons for the difference and the fairness of the transaction price:
The difference between the appraisal result and the transaction amount is more than 20% of the transaction amount.
The difference between the appraisal results of two or more professional appraisers is more than 10% of the transaction amount.
(IV) The date of the professional appraiser’s report and the establishment date of the contract shall not exceed three months. However, if the announced current value of the same period is applicable and the announcement date is less than six months ago, the original professional appraiser may issue a written opinion.
(V) The calculation of the transaction amount shall be conducted in accordance with the provisions of paragraph I(VII)of Article 15, and the said one-year period shall be based on the date of occurrence of the transaction, and calculated retroactively for one year backward. The appraisal report issued by the professional appraiser or the accountant’s opinion acquired in accordance with the provisions is exempt from inclusion.

Article 9: Procedures for acquisition or disposal of securities investment

I. Assessment and operation procedures The purchase and sale of securities by the company shall be conducted in accordance with the investment cycle of the company’s internal control system.
II. Decision procedure of terms of transaction and authorized amount
(I) The trading of securities on the centralized exchange market or at the

business premises of a securities dealer shall be decided by the responsible unit according to the market conditions. If the amount of the securities is more than NT$50 million and less than NT$100 million (inclusive), it shall be approved by the chairperson and reported at the next board meeting, and an analysis report on the unrealized profit or loss of the securities shall be submitted at the same time. If the amount of the securities exceeds NT$100 million, it shall be submitted to and approved by the board meeting.

(II) For trading securities not on a centralized trading market or not at the business premises of a securities dealer, the latest audited and certified or checked financial statements of the target company shall be taken as the reference for evaluating the trading price, and the net value per share, profitability and future development potential of the target company shall be considered. If the amount of the securities is more than NT$50 million and less than NT$100 million (inclusive), it shall be approved by the chairperson and reported at the next board meeting, and an analysis report on the unrealized profit or loss of the securities shall be submitted at the same time. If the amount of the securities exceeds NT$100 million, it shall be submitted to and approved by the board meeting.
III. Execution unit
The acquisition or disposal of securities by the company shall be carried out by the financial and accounting unit following the submission and approval process in the preceding paragraph.
VI. When acquiring or disposing of securities, in addition to meeting the following conditions, the latest audited and certified or checked financial statements of the target company and other relevant information shall be taken as the reference for evaluating the trading price before the date of occurrence. In addition, if the transaction amount reaches 20% of the company’s paid-in capital or NT$300 million or more, the company shall consult an accountant for a fairness opinion on the transaction price before the date of occurrence. If the accountant needs to adopt an expert report, they shall follow the Auditing Standards Bulletin No. 20 issued by the Accounting Research and Development Foundation. However, this restriction does not apply if the securities are publicly quoted in an active market or there are other applicable requirements by the Financial Supervisory Commission.
(I) Securities acquired with cash investment at the establishment or in the fund raising stage.
(II) Securities issued at face value by the underlying company from its cash capital increase in accordance with relevant laws, and acquired by participating in the subscription.

  - (III) Securities of a 100% owned investee company from its cash capital increase and acquired by participating in the subscription.

  - (IV) Listed, OTC and emerging securities traded on the stock exchange or at the business premises of a securities dealer.

  - (V) Bonds under the categories of government bonds or bonds with repurchase or resale conditions.

  - (VI) Domestic and overseas funds.

  - (VII) Acquisition or disposal of the shares of a listed (OTC)company in accordance with the bidding method or auction method of listed (OTC) securities by the Taiwan Stock Exchange or the Taipei Exchange.

  - (VIII)Securities of a public company acquired by participating in its cash capital increase, and the securities are not acquired through private placement.

  - (IX) Subscription to a mutual fund before its establishment in accordance with Article 11, paragraph 1 of the Securities Investment Trust and Consulting Act and the order of the FSC dated November 1, 2004 referenced Jin-Guan-Zheng-(IV)-Zi No. 0930005249.

  - (X) For domestic private equity funds purchased or redeemed, if the trust agreement has stated that the investment scope is the same as that of public funds except for securities margin trading and commodity positions that are related to unsquared securities held.

V. The calculation of the transaction amount shall be conducted in accordance with the provisions of paragraph I(VII)of Article 15, and the said one-year period shall be based on the date of occurrence of the transaction, and calculated retroactively for one year backward. The appraisal report issued by the professional appraiser or the accountant’s opinion acquired in accordance with the provisions is exempt from inclusion.
Article 10: Procedures for acquisition or disposal of real estate or its right-of-use assets with related parties
I. For the company’s acquisition or disposal of real estate or its right-of-use assets with a related party, in addition to following the procedures for acquisition or disposal of real estate, equipment or their right-of-use assets as in Article 8, the company and the related party shall handle relevant resolution procedures and assess the fairness of transaction conditions in accordance with the following provisions. If the transaction amount reaches more than 10% of the company’s total assets, the company shall also obtain an appraisal report from a professional appraiser or an accountant’s opinion in accordance with these procedures. In addition, when judging whether the trading counterparty is a related party, attention shall be paid to its legal form and consideration shall be given to the substantive relationship.

The calculation of the transaction amount shall be conducted in accordance with the provisions of paragraph I(VII)of Article 15, and the said one-year period shall be based on the date of the occurrence of the transaction, and shall be calculated retroactively one year backward. The part of the appraisal report or the accountant’s opinion issued by the professional appraiser in accordance with the provisions is exempt from inclusion. .

II. Assessment and operation procedure
If the company acquires or disposes of real estate or its right-of-use assets from a related party, or acquires or disposes of assets other than real estate or its right-of-use assets with a related party, and the transaction amount reaches 20% of the company’s paid-in capital, 10% of its total assets, or NT$300 million or more, other than trading domestic government bonds or debts with repurchase or resale conditions and subscription to or redemption of money market funds issued by domestic securities investment trust enterprises, the following information shall be submitted to the Audit Committee and approved by more than half of its members, and further submitted to the board meeting for resolution before the transaction contract can be signed and the payment can be made:
(I) The purpose, necessity and expected benefits of acquisition or disposal of the assets.
(II) Reasons for selecting the related party as the trading counterparty.
(III) Information for assessing the fairness of the predetermined trading terms as specified in paragraphs III(I) and (IV)of this article for the acquisition of real estate or its right-of-use assets from a related party.
(IV) The original acquisition date and price of the related party, and the trading counterparty and its relationship with the company and the related party, etc.
(V) A forecast statement of cash receipts and payments for each month of the next year from the beginning of the contract month, and an assessment of the necessity of the transaction and the rationality of the use of funds.
(VI) The appraisal report issued by a professional appraiser or the opinion of an accountant which is obtained in accordance with this article.
(VII) Restrictions and other important agreements of this transaction.
III. Assessment of the fairness of transaction costs
(I) When acquiring real estate or its right-of-use assets from a related party, the company shall assess the fairness of transaction costs according to the following methods:
1. The transaction price of the related party plus the necessary capital interest and the cost that the buyer should bear according to law. The interest cost of necessary funds referred to shall be calculated on the

basis of the weighted average interest rate of the loan in the year the company purchases the assets, provided that it shall not be higher than the maximum interest rate of non-financial institutions as announced by the Ministry of Finance.

The total appraised value of the subject matter by the financial institution if the related party has set up a mortgage loan with the subject matter from a financial institution, provided that the financial institution’s actual accumulated loan value for the subject matter shall be more than 70% of the total appraised value, and the loan period shall be more than one year. However, the above is not applicable if the financial institution and one of the parties to the transaction are related parties to each other.
(II) In the case of joint purchase or lease of the land and housing of the same subject matter, the transaction costs may be assessed by either of the methods listed in the preceding paragraph.
(III) When the company acquires real estate or its right-of-use assets from a related party, it shall evaluate the cost of the real estate or its right-ofuse assets in accordance with the provisions of paragraphs III(I)and (II) of this article, and shall consult the accountant for review and a specific opinion.
(IV) When the company acquires real estate or its right-of-use assets from a related party, if the appraisal result is lower than the transaction price in accordance with the provisions of paragraphs III(I)and (II)of this article, it shall be handled in accordance with paragraph III(V)of this article. This restriction does not apply if objective evidence is provided and a specific fairness opinion of a professional real estate appraiser and an accountant is obtained due to the following circumstances:
If the related party acquires the plain land or leased land for redevelopment, and relevant evidence may be provided to prove that it meets any of the following conditions:
- (1) The plain land is evaluated according to the methods specified in items (I), (II), (III)and (VI)of paragraph III of this article, and the house price calculated at the construction cost of the related party plus a reasonable construction profit exceeds the actual transaction price. The reasonable construction profit shall be the lower of the average gross operating profit rate of the construction department of the related party in the last three years, or the most recent gross profit rate of the construction industry announced by the Ministry of Finance.
- (2) The transaction cases of other floors of the same subject property or of other non-related parties in the adjacent area

within one year have similar areas, and the transaction conditions after evaluation are equivalent according to the reasonable floor or area price difference based on real estate sales or leasing practices.

The company provides evidence that the transaction conditions of the real estate purchased from the related party or the real estate rightof-use assets acquired by leasing are similar to those of other nonrelated party transactions in the adjacent area within one year. The above-mentioned transaction cases in neighboring areas shall be based on the principle that the transaction objects are on the same street or adjacent streets less than 500 meters away from the subject matter of the transaction, or the announced present values are similar; the above-mentioned similar areas shall be based on the principle that the areas of other non-related parties’ transaction cases are not less than 50% of the area of the subject matter of the transaction; the above-mentioned one-year period shall be based on the date of occurrence of the acquisition of the real estate or its right-of-use assets, and retroactively calculated for one year in the past.
(V) If the company acquires real estate or its right-of-use assets from a related party, and the appraised value is lower than the transaction price according to the provisions of items (I), (II), (III), (IV)and (VI)of paragraph III of this article, it shall handle the following matters:
The company shall, in accordance with the provisions of Article 41, paragraph 1 of the Securities and Exchange Act, set aside a special reserve for the difference between the transaction price of the real estate or its right-of-use assets and the appraised value, and shall not distribute it or transfer it to increase the capital and issue shares. If the investee of the company by equity method is a public company, a special reserve shall also be provided for the provision made in proportion to the shareholding ratio and in accordance with the provisions of Article 41, paragraph 1 of the Securities and Exchange Act.
The independent directors of the Audit Committee shall act in accordance with Article 218 of the Company Act per the provisions of Article 14-4, paragraph 4 of the Securities and Exchange Act.
The handling results of the two paragraphs above shall be reported to the shareholders’ meeting, and the details of the transaction shall be disclosed in the annual report and the prospectus.
Where the company has set aside a special reserve in accordance with the provisions of the preceding paragraph, it shall not use the special reserve until a falling price loss, disposal, lease termination, proper compensation or

restoration of the assets purchased or leased at a high price has been recognized, or there is other evidence confirming that there is no unreasonable situation existing, and the approval of the FSC shall be obtained.

(VI) In case of any of the following circumstances when the company acquires real estate or its right-of-use assets from a related party, it shall comply with the relevant evaluation and operation procedures in paragraphs I and II of this article, and the evaluation provisions on the fairness of transaction costs in items (I), (II) and (III)of paragraph III of this article shall not apply:
The related party acquires real estate or its right-of-use assets due to inheritance or donation.
It has been more than five years since the contract date of this transaction that the related party has contracted for the acquisition of the real estate or its right-of-use assets.
The real estate is acquired by signing a joint construction contract with a related party or inviting a related party to build the real estate from a local or leased land.
Acquisition of real estate right-of-use assets for business purpose between the company and its parent company or subsidiary, or between its subsidiaries in which the company directly or indirectly holds 100% of their issued shares or total capital.

(VII) If the company acquires real estate or its right-of-use assets from a related party, and there is other evidence showing that the transaction is not in accordance with regular business practices, it shall also be handled in accordance with item (V)of paragraph III of this article. The amount of the transaction referred to in the preceding paragraph shall be calculated in accordance with the provisions of paragraph I(VII) of Article 15, and the said one-year period shall be based on the date of the occurrence of the transaction, and calculated retroactively one year backward. If it has been approved by more than half of all members of the Audit Committee and submitted to the board meeting for approval in accordance with the provisions of these procedures, it is exempt from inclusion again.

For the acquisition of real estate right-of-use assets or equipment or its right-of-use assets for business purpose between the company and its parent company or subsidiary, or between its subsidiaries in which the company directly or indirectly holds 100% of their issued shares or total capital, the board of directors may authorize the chairperson to approve within a specified limit in advance, and then have the approval submitted to the next board meeting for ratification.

Article 11: Procedures for acquisition or disposal of intangible assets or their right-of-use assets or membership cards
I. Assessment and operation procedures The company’s acquisition or disposal of intangible assets or its right-of-use assets or membership cards shall be handled in accordance with the fixed asset circulation procedure of the company’s internal control system.
II. Where the acquisition or disposal of assets by the company is subject to the approval of the board meeting in accordance with prescribed procedures or other legal provisions, if any director expresses objection and there is a record or written statement, the company shall also send the objection information to each audit committee member.
III. Execution unit
- When the company acquires or disposes of intangible assets or its right-ofuse assets or membership cards, it shall obtain the approval in accordance with the authority level mentioned in the preceding paragraph, and have the acquisition or disposal implemented by the User Department, Finance Department or Administrative Department.
IV. If the transaction amount of intangible assets or its right-of-use assets or membership cards acquired or disposed of by the company reaches 20% of the company’s paid-in capital or NT$300 million or more, in addition to dealing with domestic government agencies, the company shall, before the date of occurrence, consult the accountant to express an opinion on the fairness of the transaction price, and the accountant shall comply with Auditing Standards Bulletin No. 20 issued by the Accounting Research and Development Foundation in the handling.
V. The calculation of the transaction amount shall be conducted in accordance with the provisions of paragraph I(VII)of Article 15, and the said one-year period shall be based on the date of occurrence of the transaction, and calculated retroactively for one year backward. The appraisal report issued by the professional appraiser or the accountant’s opinion acquired in accordance with the provisions is exempt from inclusion.
Article 12: Procedures for acquisition or disposal of the creditor’s rights of financial institutions
In principle, the company will not engage in transactions for the acquisition or disposal of the creditor’s rights of financial institutions. If the company wishes to engage in transactions for the acquisition or disposal of the creditor’s rights of financial institutions, it will report to the board meeting for approval before formulating its evaluation and operation procedures.

Article 13: Procedures for acquisition or disposal of derivatives

I. Trading principle and policy
(I) Types of transactions
1. The company’s financial derivative products refer to the trading contracts whose value is derived from assets, interest rates, exchange rates, indices or other interests (such as forward contracts, options, futures, interest rates or exchange rates, swaps and hybrid contracts formed by a combination of the products above).
2. Matters related to bond margin trading shall be handled in accordance with the relevant provisions of these procedures. The provisions of these procedures may not apply to bond transactions with repurchase agreements.
(II) Management (hedging)strategy

The purpose of the company’s financial derivative product trading is to hedge risks. The products should be selected for hedging risks arising from the company’s business operation. The currency held must be consistent with the company’s actual foreign currency demand for import and export transactions. The company’s overall internal position (only of foreign currency income and expenditure)should be squared in principle, so as to reduce the company’s overall foreign exchange risk and save foreign exchange operation costs. Transactions for other specific purposes shall be carefully evaluated and submitted to the board meeting for approval.

(III) Division of responsibility
Finance Department
- (1) Trading staff
  - A. Be responsible for the strategy formulation of the whole company’s financial commodity trading.
  - B. Calculate the positions regularly every two weeks, collect market information, conduct trend judgment and risk assessment, and formulate operational strategies which can be used as the basis for trading after being approved by the approval authority.
  - C. Execute the transaction according to the authorized authority and established strategy.
  - D. When there are major changes in the financial market and the trading staff judge that the established strategy is no longer applicable, they shall submit an evaluation report immediately, re-formulate the strategy, submit it to the chairperson for approval after being reviewed by the President, and use it as the basis for trading.
- (2) Accounting staff

A. Perform transaction confirmation.
B. Review whether the transaction is conducted in accordance with the authorized authority and the established strategy.
C. Conduct a monthly evaluation; the evaluation report shall be submitted to the chairperson after being reviewed by the President.
D. Accounting processing.
E. Make a declaration and announcement in accordance with the requirements of the Financial Supervisory Commission.
(3) Settlement personnel:Perform delivery tasks.
(4) Derivative approval authority
A. Approval authority of risk hedging transactions

Unit:US$

Approver	Authorized daily	Trading limit of
	trading limit	net accumulated
		position
Head of finance and accounting	1 million	5 million
President	2 million	10 million
Chairperson	5 million	20 million

B. Other specific purpose transactions shall be submitted to the board meeting for approval.

2. Audit Department

Responsible for understanding the appropriateness of internal control over derivative trading, checking the compliance of the Trading Department with operating procedures, analyzing trading cycles, preparing audit reports, and reporting to the board meeting in case of major deficiencies.

Effectiveness evaluation
(1) Hedging transactions
- A. The performance evaluation is based on the exchange rate cost on the company’s book and the profit and loss arising from financial derivative transactions.
- B. In order to fully master and express the evaluation risk of the transaction, the company adopts the monthly settlement evaluation method to evaluate the profit and loss.
- C. The Finance Department shall provide the President with foreign exchange position evaluations, foreign exchange market trends and market analyses as management reference and for instruction.

(2) Specific purpose transactions

The actual profit or loss serves as the basis of performance evaluation, and accounting personnel must regularly prepare statements and provide them to the management for reference.

Total contract amount and loss limit
(1) Total contract amount
- A. Hedging transaction limit

The Finance Department should master the overall position of the company to avoid transaction risks, and the amount of hedging transactions should not exceed the overall business operation demand of the company.

B. Specific purpose transactions

Based on the forecast of market changes, the Finance Department may formulate strategies as needed and submit them to the President and the chairperson for approval. The total contract amount of the company’s net accumulated position of specific purpose transactions shall be limited to US$1 million. If the total contract amount exceeds the amount above, it shall be approved by the board meeting and based on the policy directive.

     - (2) Determination of loss limit

        - A. As hedging transactions are for risk hedging, the loss limit of all or individual contracts shall not exceed 20% of the total or individual contract amount.

        - B. For a specific purpose trading contract, a stop-loss point should be set up to prevent any excess loss after a position is established. The stop-loss point shall be no more than 10% of the contract amount of the transaction. If the loss amount exceeds 10% of the transaction amount, it shall be immediately reported to the President and reported to the board meeting for discussion of necessary countermeasures.

        - C. The annual loss limit of specific purpose transactions of the company is US$100,000.

II. Risk management measures
(I) Credit risk management
- As the market changes in response to various factors, operational risks of financial derivative products can be caused easily. Therefore, market risk management shall be carried out in accordance with the following principles:
- Transaction counterparty:Mainly famous domestic and overseas financial institutions.

Commodities for trading:Limited to commodities provided by noted domestic and overseas financial institutions.
Transaction amount:The unsquared position of transactions with the same transaction counterparty shall not exceed 10% of the total authorized amount, unless approved by the President.
(II) Market price risk management The interbank open market for foreign exchange trading is the main market, and the futures market is not considered for the time being.
(III) Liquidity risk management
In order to ensure market liquidity, when choosing financial products, priority should be given to high liquidity products (i.e., products which can be squared in the market at any time). The financial institutions entrusted with trading must have sufficient information and the ability to trade in any market at any time.
(IV) Cash flow risk management
In order to ensure the stability of the company’s working capital turnover, the company’s source of funds for derivative trading is limited to its own funds, and the capital demand based on the cash income and expenditure forecast for the next three months should be taken into account when setting the trading amount.
(V) Operational risk management
The company’s authorization limit and operation process should be strictly followed and incorporated into internal audit requirements in order to avoid operational risks.
The persons engaged in derivative trading, confirmation and settlement operations shall not hold such jobs concurrently.
The risk measurement, supervision and control personnel shall belong to different departments from those mentioned in the preceding item, and shall report to the board of directors or senior executives who are not responsible for trading or position decisionmaking.
The positions held at derivative exchanges shall be evaluated at least once a week. However, for hedging transactions required for the business, the evaluation shall be conducted at least twice a month. The evaluation report shall be submitted to the senior executives authorized by the board of directors.
(VI) Commodity risk management

Internal traders shall have complete and correct professional knowledge of financial products, and shall require banks to fully disclose risks.

(VII) Legal risk management

Documents with financial institutions can only be formally signed after

having been inspected by foreign exchange and legal professionals or legal advisers, so as to avoid legal risks.

III. Internal audit system Internal auditors shall regularly understand the appropriateness of the internal control over derivative trading, and prepare audit reports according to the audit results of the trading department’s compliance with the procedures for derivative trading. In case of major violations, they shall notify the Audit Committee in writing.
IV. Method of regular assessment
(I) The board of directors shall authorize senior executives to regularly supervise and assess whether derivative trading is actually conducted in accordance with the trading procedures set by the company, whether the risks taken are within the allowable range, and when there are abnormal situations in the market price evaluation report (such as the position held exceeding the loss limit), they shall immediately report to the board of directors and take countermeasures.
(II) The positions held at derivative exchanges shall be evaluated at least once a week. However, for hedging transactions required for the business, the evaluation shall be conducted at least twice a month. The evaluation report shall be submitted to the senior executives authorized by the board of directors.
V. Supervision and management principles of the board of directors
(I) The board of directors shall appoint senior executives to pay attention to the supervision and control of derivative trading risks at any time. The management principles are as follows:
1. Regularly assess whether the risk management measures currently in use are appropriate and follow the procedures for acquiring or disposing of assets set by the company.
2. Supervise the trading and profit and loss situation; take necessary measures in case of any abnormal situation, and report to the board of directors immediately.
(II) Regularly evaluate whether the performance of derivative trading is in line with the established business strategy and whether the risks are within the allowable range of the company.
(III) When the company is engaged in derivative trading, it shall report to the latest board meeting if relevant personnel are authorized to handle the trading in accordance with the procedures for acquisition or disposal of assets.
(IV) When engaging in derivative trading, the company shall establish a log to record in detail the types and amounts of derivative trading, the date of approval by the board meeting, and the matters that should be

carefully evaluated in accordance with paragraph IV(II)and paragraph V(I)and (II)of this article for reference.

Article 14: Procedures for merger, division, acquisition or share transfer

I. Assessment and operation procedures
(I) When the company conducts merger, division, acquisition or share transfer, it is advisable to appoint lawyers, accountants and underwriters to jointly discuss the expected schedule of legal procedures, and organize a special team to carry out the procedures in accordance with the legal procedures. Before the resolution of the board meeting is made, accountants, lawyers or securities underwriters shall be appointed to express opinions on the fairness of the share swap ratio, the purchase price, or the cash or other property to be allotted to the shareholders, and the opinions shall be submitted to the board meeting for discussion and approval. However, for the company’s merger of a subsidiary which the company directly or indirectly holds 100% of its issued shares or capital, or the merger between the company’s subsidiaries which the company directly or indirectly holds 100% of their issued shares or capital, the fairness opinions issued by the aforementioned experts may be exempted.
(II) Before the shareholders’ meeting, the company shall prepare public documents to shareholders concerning important agreements and related matters of the merger, division or acquisition, and deliver to the shareholders the expert opinions in item (I)of paragraph I of this article together with the notice of the shareholders’ meeting to serve as references for whether to agree to the merger, division or acquisition. However, the above does not apply if the law exempts the company from convening shareholders’ meetings for resolutions on merger, division or acquisition matters. In addition, if the shareholders’ meeting of either of the companies participating in the merger, division or acquisition cannot be held, or if the motion cannot be resolved or is rejected by the shareholders’ meeting due to an insufficient number of participants or voting rights or due to other legal restrictions, the companies participating in the merger, division or acquisition shall immediately publicly state the reason for the occurrence, the follow-up handling procedures and the date of the expected shareholders’ meeting.
II. Other notes
(I) Dates of board meeting and shareholders’ meeting:Unless otherwise provided by law or the approval from the Financial Supervisory Commission is required due to special factors, the company participating in a merger, division or acquisition shall convene its board

meeting and shareholders’ meeting on the same day to resolve merger, division or acquisition related matters. Unless otherwise provided by law or the approval of the Financial Supervisory Commission is required due to special factors, the companies participating in a share transfer shall convene their board meetings on the same day.

(II) Prior commitment of confidentiality:All participants or persons who are aware of the company’s merger, division, acquisition or share transfer plan shall issue a written confidentiality commitment. Before the information is announced, they shall not disclose the contents of the plan externally, nor shall they buy or sell either by themselves or in the name of others the shares and other securities of equity nature of all companies related to the merger, division, acquisition or share transfer.
(III) The principle of setting and changing the share swap ratio or purchase price:The share swap ratio or purchase price shall not be changed arbitrarily in principle, but this restriction does not apply if the conditions for the change have been stipulated in the contract and have been publicly disclosed. The conditions for the change of the share exchange ratio or the purchase price are as follows:
Handling of cash capital increase or issuance of convertible corporate bonds, bonus share allotment, corporate bonds with stock options, preferred shares with stock options, stock options or other securities of equity nature.
Actions that affect the financial business of the company, such as disposal of major assets of the company.
Occurrence of major disasters, technological changes or other events affecting the shareholders’ rights and interests or the price of securities of the company.
Adjustment for the repurchase of treasury shares according to law by either company participating in the merger, division, acquisition or share transfer.
Changes in the number of subjects or entities involved in the merger, division, acquisition or share transfer changes.
Other conditions which have been amended in the contract and have been publicly disclosed.
(IV) Contents to be included in the contract:Other than that the contract shall follow the provisions of Article 317-1 of the Company Act and Article 22 of the Business Mergers and Acquisitions Act, the company participating in a merger, division, acquisition or share transfer shall stipulate the rights and obligations of the company participating in a merger, division, acquisition or share transfer, and shall stipulate the following:

Handling of breach of contract.
The principle of handling the previous issuance of securities with equity nature or buyback of treasury shares by the company which is eliminated or divided due to the merger.
The number of treasury shares that may be bought back in accordance with the law and the handling principle after the benchmark date of the share swap.
The treatment for the increase or decrease of participating subjects or entities.
The schedule of project implementation and expected completion.
If the plan is not completed before the deadline, the relevant procedures such as the scheduled date of the shareholders’ meeting which shall be convened according to law.
(V) Change of companies participating in a merger, division, acquisition or share transfer:After the information is disclosed to the public, if any of the companies participating in the merger, division, acquisition or share transfer intends to participate in another merger, division, acquisition or share transfer with another company, unless the number of participants decreases and the shareholders’ meetings have resolved and authorized the board meeting to change its authority to exempt the participating company from holding another shareholders’ meeting for another resolution, all the participating companies shall redo the completed procedures or legal acts of the original merger, division, acquisition or share transfer case.
(VI) If a company participating in a merger, division, acquisition or share transfer is not a public company, the company shall sign an agreement with it, and shall handle the case in accordance with the provisions of item (I)of paragraph II of this article concerning the date of the board meeting and the date of the shareholders’ meeting, item (II)concerning the prior commitment of confidentiality, and item (V)concerning change of companies participating in a merger, division, acquisition or share transfer.
(VII) When the company participates in a merger, division, acquisition or share transfer, the following information shall be written in full and kept for five years for further review.
Basic information of personnel:Including the title, name, ID card number (or passport number for foreigners)of all persons participating in the merger, division, acquisition or share transfer plan or the implementation of the plan before the disclosure of the information.
Dates of important matters:Including the date of signing the letter of

intent or memorandum, entrusting the financial or legal consultant, signing the contract and the board meeting.

Important documents and minutes:Including the plan for merger, division, acquisition or share transfer, letter of intent or memorandum, important contracts and board meeting minutes.

(VIII)A listed company or a company whose shares are traded on the business premises of securities dealers that participates in a merger, division, acquisition or share transfer shall, within two days from the date of the adoption of the resolution of the board meeting, report the relevant information mentioned in the preceding item to the Financial Supervisory Commission for future reference through the Internet information system in accordance with the prescribed format. The company shall enter into an agreement with any company participating in the merger, division, acquisition or share transfer that is not listed or whose shares are traded on the business premises of securities dealers, and handle the matter in accordance with the regulations.

Article 15: Information disclosure procedures

I. Items to be declared and declaration standards
(I) Acquisition or disposal of real estate or its right-of-use assets from related parties, or acquisition or disposal of other assets other than real estate or its right-of-use assets with related parties, and the transaction amount reaches 20% of the company’s paid-in capital, 10% of the total assets or NT$300 million or more. However, this restriction does not apply to the trading of domestic government bonds, bonds with repurchase or resale conditions, and the subscription to or redemption of money market funds issued by domestic securities investment trust enterprises.
(II) Merger, division, acquisition or share transfer.
(III) Derivative trading which reaches the loss limit of all or individual contracts specified in the prescribed handling procedures.
(IV) Acquisition or disposal of equipment or its right-of-use assets for business use, where the transaction counterparty is not a related party, and the transaction amount meets one of the following conditions:
1. A public company with paid-in capital of less than NT$10 billion, and the transaction value is more than NT$500 million.
2. A public company with paid-in capital of more than NT$10 billion, and the transaction value is more than NT$1 billion.
(V) The company obtains real estate by means of entrusted construction of its own land, entrusted construction of leased land, joint construction and sharing, and joint construction and sub-sale, where the trading

counterparty is not a related party, and the company expects to invest more than NT$500 million in the transaction.

(VI) Any assets transaction, disposal of creditor’s rights by a financial institution or investment in mainland China other than those mentioned in the preceding five items, where the transaction amount reaches 20% of the company’s paid-in capital or NT$300 million or more. However, it shall not apply in the following cases:
1. Trading of domestic bonds.
2. Trading of bonds with repurchase or resale conditions, and subscription to or redemption of money market funds issued by domestic securities investment trust enterprises
(VII) The calculation method of the transaction amount referred to in the preceding paragraph is as follows, and the said one-year period is based on the date of the occurrence of the transaction, which is calculated retroactively one year backward, and the part that has been announced in accordance with the provisions of these procedures is exempt from inclusion.
1. The amount of each transaction.
2. The cumulative amount of transactions of acquisition or disposal of subjects of the same nature by the same counterparty within one year.
3. The cumulative amount of acquisition or disposal (amount accumulated separately)of real estate of the same development plan or its right-of-use assets within one year.
4. The cumulative amount of the same securities acquired or disposed of (amount accumulated separately)within one year.
(VIII)The company and its subsidiaries which are not domestic public companies shall enter into the information reporting website before the 10th day of each month their derivative transactions as of the end of the previous month in accordance with the prescribed format.
II. Time limit for declaration
If the company acquires or disposes of assets which contain items to be announced as in paragraph 1 of this article, and the transaction amount reaches any of the declaration standards in this article, it shall file a declaration within two days from the day of occurrence.
III. Amendment to declaration
If there are errors or omissions in the declared items that should be amended in accordance with the regulations, all items should be declared again within two days from the date of awareness.
IV. Data retention period

When a company acquires or disposes of assets, unless otherwise provided by law, it shall keep relevant contracts, minutes, reference books, appraisal

reports, and opinions of accountants, lawyers or securities underwriters in the company for at least five years.

V. Declaration by subsidiaries Where a subsidiary of the company is not a domestic public company and there are regulations concerning declaration of its acquisition or disposal of assets, the company shall file the declaration on its behalf.
Where the subsidiary referred to in the preceding paragraph is subject to the regulations on the amount of paid-in capital or total assets in the declaration standards, the amount of paid-in capital or total assets of the public company shall prevail.
VI. Others
After a company declares its transaction in accordance with the regulations, it shall file a declaration on the relevant information within two days from the date of occurrence of any of the following circumstances:
(I) The relevant contract originally signed for the transaction is changed, terminated or rescinded.
(II) The merger, division, acquisition or share transfer is not completed according to the schedule of the contract.
(III) The contents of the original declaration have been changed.

Article 16: Penalties

If the company’s employees violate the provisions of the procedures when undertaking the acquisition or disposal of assets, the case shall be reported for assessment in accordance with the company’s HR management rules, and penalties shall be imposed according to the severity of the circumstances.

Article 17: Implementation and revision

The formulation or revision of these procedures shall be approved by more than half of the members of the Audit Committee, and shall be submitted to the shareholders’ meeting for approval after the resolution is passed by the board meeting. If any director expresses objection and there is a record or written statement in place, the objection information of the director shall be sent to the Audit Committee. If it is not approved by more than half of the members of the Audit Committee, it may be executed with the approval of more than two thirds of the directors, and the resolution of the Audit Committee shall be recorded in the minutes of the board meeting.

The opinions of the independent directors shall be fully considered when the board meeting discusses the matters to be resolved by it in accordance with the provisions of these procedures. If the independent directors have any objection or reservation, it shall be recorded in the minutes of the board meeting.

All members and directors of the Audit Committee referred to in these procedures

shall be counted on the basis of actual incumbents.

Article 18: Supplementary provisions

Any matters not covered in these procedures shall be handled in accordance with relevant laws and regulations.

Article 19: These procedures were established on June 28, 2019

The first revision was made on June 5, 2020

The second revision was made on November 4, 2020

[Appendix III]

Articles of Association of Century Wind Power Co., Ltd.

Chapter I General Provisions

Article 1: The company is organized in accordance with the Company Act and is named Century Wind Power Co., Ltd. The English name of the company is Century Wind Power Co., Ltd.

Article 2: The businesses of the company are as follows:

CC01010 Power generation, transmission and distribution machinery manufacturing
CB01010 Mechanical Equipment Manufacturing
IG03010 Energy Technical Services
CA01050 Steel secondary processing
CA02010 Manufacture of Metal Structure and Architectural Components
CA01030 Iron and Steel Casting
CA02060 Metal Containers Manufacturing
F106010 Wholesale of Hardware
F111090 Wholesale of Building Materials
F401010 International Trade
E599010 Piping Engineering
E604010 Machinery Installation
EZ99990 Other Engineering
F199990 Other Wholesale Trade
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3: The company has established its head office in Taoyuan. If necessary, it may set up branches at home and abroad by resolution of the board meeting. The cancellation or relocation of its branches shall be handled by resolution of the board meeting.
Article 4: The announcement method of the company shall be in accordance with the Company Act and other relevant laws and regulations.

Chapter II Shares

Article 5: The total capital of the company is NT$2 billion, divided into 200 million shares, with the amount of NT$10 per share. The board meeting is authorized to issue the

shares in installments.

Article 5-1: If the company transfers its shares to its employees at a price lower than the average price of the shares actually repurchased, or issues employee stock option certificates with a stock option price lower than the closing price (net value per share) of the ordinary shares of the company on the issue date, it shall be approved in the shareholders’ meeting attended by shareholders representing more than half of the total number of shares issued, and the motion shall be approved by more than twothirds of the voting rights of the shareholders present.
Article 6: The targets of the company’s transfer of treasury shares purchased, the employees who subscribe to new shares when issuing, and the targets for issuing new shares with restricted employee rights including employees of controlling or subordinate companies who meet certain conditions, which the board meeting is authorized to determine.
Article 7: The shares of the company are all registered, and they are signed or sealed by the director representing the company and issued after being certified in accordance with the law. The printing of share certificates may be exempt for shares issued by the company, but registration with a central securities depository institution is required.
Article 8: The transfer of ownership of shares shall be suspended within 60 days before the general shareholders’ meeting, 30 days before the extraordinary shareholders’ meeting, or five days before the benchmark date on which the company decides to distribute dividends and other benefits.
Article 8-1: Unless otherwise provided by laws and regulations, the stock affairs of the company shall be handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies”.

Chapter III Shareholders’ Meeting

Article 9: The shareholders’ meeting is divided into general meetings and extraordinary meetings. The general meeting shall be convened at least once a year by the board of directors within six months after the end of each fiscal year. The extraordinary meeting shall be convened in accordance with the law when necessary.
Article 10: If a shareholder is unable to attend the shareholders’ meeting for some reason, he may issue a power of attorney printed by the company to specify the scope of authorization, and sign or seal it and entrust an agent to attend. In addition to the provisions of Article 177 of the Company Act, the “Regulations Governing the Use

of Proxies for Attendance at Shareholder Meetings of Public Companies” promulgated by the competent authority shall apply. When a shareholders’ meeting is held after the company’s shares are publicly listed (traded OTC), electronic means should be listed as one of the channels for exercising voting rights. Shareholders who exercise their voting rights by electronic means shall be deemed to attend the shareholders’ meeting in person, and the relevant matters shall be handled in accordance with laws and regulations.

Article 11: Unless otherwise stipulated or restricted by laws and regulations, each shareholder of the company has one voting right per share.
Article 12: On the resolution of the shareholders’ meeting, unless otherwise provided by the Company Act, the shareholders’ meeting shall be attended by shareholders representing more than half of the total number of shares issued, and the motion shall be approved by more than half of the voting rights of the shareholders present.
Article 13: The resolutions of the shareholders’ meeting shall be recorded in the minutes, signed or sealed by the chairperson, and distributed to all shareholders within 20 days after the meeting. The production, distribution, recorded contents and retention period of the minutes shall be in accordance with the Company Act and relevant laws and regulations.

Chapter IV Directors and Audit Committee

Article 14: The company has five to nine seats of directors for a term of three years, who shall be elected by the shareholders’ meeting from the list of candidates for directors in accordance with the provisions of Article 198 of the Company Act; directors who are re-elected may assume office for another term. Among the directors mentioned in the preceding paragraph, the number of independent directors shall not be less than three, and shall not be less than one-fifth of the seats of directors. The system of candidate nomination shall be adopted, and the shareholders’ meeting shall elect them from the list of candidates for independent directors. The professional qualifications, shareholding, part-time job restriction, identification of independence and nomination method of independent directors and other matters to be followed shall comply with the regulations issued by the competent securities authority. Matters relating to the acceptance and announcement of the nomination of director candidates shall be handled in accordance with relevant laws and regulations.

The cumulative voting system is adopted in the election of directors of the company. Each share has the same voting right as the number of directors to be elected. The voting rights may be given to only one person, or allocated among several persons.

The person with more voting rights shall be elected as a director.

During the term of office of the director, the company may be liable for compensation in accordance with the law in respect of the scope of their business. The company may, by resolution of the board meeting, purchase liability insurance for the director during their term of office.

Article 14-1:The board of directors of the company may set up other functional committees, whose membership, exercise of powers and related matters shall be handled in accordance with relevant laws and regulations, and shall be separately prescribed by the board of directors. The company shall set up an audit committee in accordance with Article 14-4 of the Securities and Exchange Act. The audit committee shall be composed of all independent directors with no less than three members; one of the members shall be the convener, and at least one shall have accounting or financial expertise. The audit committee and its members shall be responsible for the implementation of the functions and powers of supervisors as prescribed by the Company Act, the Securities and Exchange Act and other laws and regulations.
Article 15: The board of directors is organized by directors; the chairperson shall be elected in a board meeting attended by more than two-thirds of the directors and approved by more than half of the directors present. The chairperson represents the company externally. When the chairperson is on leave or unable to exercise their powers for some reason, their deputy shall act in accordance with Article 208 of the Company Act. Directors shall attend the board meeting in person. If a director cannot attend in person, they may issue a power of attorney and list the scope of authorization concerning the reason for convening the meeting, and entrust other directors to attend the meeting on their behalf in accordance with the law. The above-mentioned agent appointment is limited to one person only. A board meeting may be held via video conferencing, and the directors who participate in the meeting via video conferencing shall be deemed to be present in person.
Article 15-1:Other than the first board meeting of each term of directors which shall be convened in accordance with Article 203 of the Company Act, the other board meetings shall be convened by the chairperson of the board who shall also act as the chairperson of the meetings. Unless otherwise specified in the Company Act, the resolution of the board meeting shall be adopted in a board meeting attended by more than half of the directors and approved by more than half of the directors present. Resolutions of the board meeting shall be recorded in the minutes and handled in accordance with the provisions of Article 207 of the Company Act, and the provisions of Article 183 of the same law shall apply mutatis mutandis.

Article 15-2:The convening of the board meeting shall be conducted in accordance with the Company Act and shall be notified in writing, by e-mail or by fax.

Article 16: (deleted)

Article 17: The board meeting is authorized to decide the remuneration of all the directors of the company, regardless of the company’s operating profit or loss, in accordance with the extent of their participation in the company’s operation and the value of their contribution, while taking into account the general remuneration level of the same industry at home and abroad.

Chapter V Managers

Article 18: The company may set up the positions of managers, whose appointment, dismissal and remuneration shall be handled in accordance with Article 29 of the Company Act.

Chapter VI Accounting

Article 19: The accounting year of the company is from January 1 to December 31 of each year. At the end of each accounting year, the board of directors shall prepare the following statements and submit them to the general shareholders’ meeting for recognition.
(I) Business report
(II) Financial statements
(III) Earnings distribution table or motion to make up for losses
Article 20: If the company makes a profit in the year, it shall allocate no more than 1.5% as the directors’ remuneration and no less than 0.5% as the employees’ remuneration; the allocations shall be approved by a special resolution of the board meeting and reported to the shareholders’ meeting. However, if the company still has a cumulative loss, it shall reserve the amount to make up for the loss in advance, and then allocate the remuneration of employees and directors according to the proportion mentioned in the preceding paragraph. Employees’ remuneration may be paid in stock or cash, and the target of payment may include employees of controlling or subordinate companies who meet certain conditions; the board of directors is authorized to determine such certain conditions.
Article 21: If there are earnings in the annual final accounts of the company, after paying taxes according to law and making up for the cumulative loss, 10% of the balance shall be allocated as the legal reserve. However, no further allocation is required when the legal reserve reaches the paid-in capital of the company. After the special reserve

is allocated or reversed according to the law or the provisions of the competent authority, the remaining balance shall be the distributable earnings of the current year. The board of directors shall draw up an earnings distribution proposal based on the distributable earnings of the current year plus the accumulated undistributed earnings of the previous year, and submit it to the shareholders’ meeting for resolution on the distribution of dividends to shareholders.

Article 22: The company is in the stage of growth, and the dividend policy is based on the company’s different stages of operation and development, profitability, future operation and development plans, changes in investment environment and industrial environment, while taking into account factors such as the interests of shareholders and the company’s long-term financial planning. Each year, the company allocates no less than a certain proportion of the distributable earnings of the current year as the dividend to shareholders, and may adopt the form of stock dividend or cash dividend as appropriate. The ratio of cash dividend shall not be less than 10% of the total dividend. However, the above is not applicable if the resolution of the board meeting is to not distribute earnings and the approval of the shareholders’ meeting is obtained.
If the company distributes all or part of the dividend and bonus in the form of cash, the authorizing board meeting shall be attended by more than two-thirds of the directors and the resolution passed by more than half of the directors present, and the resolution shall be reported to the shareholders’ meeting.

Chapter 7 Supplementary Provisions

Article 23: The company’s external reinvestment may exceed 40% of its paid-in capital, and the board of directors is authorized to execute such investment.
Article 23-1:The company may provide external endorsement and guarantee required for its business or investment, and its operations shall be handled in accordance with the relevant provisions of the competent authority.
Article 24: Matters not prescribed in these articles of association shall be handled in accordance with the Company Act and other laws and regulations.
Article 25: The articles of association were established on April 26, 2017
The first revision was made on September 26, 2017

The second revision was made on June 28, 2019

The third revision was made on June 5, 2020

The fourth revision was made on November 4, 2020

[Appendix IV]

Century Wind Power Co., Ltd.

Rules of Procedure of Shareholders’ Meetings

Article 1: Unless otherwise provided by laws or the articles of association, the rules of procedure of the shareholders’ meeting of the company shall be handled in accordance with the provisions of these rules.
Article 2: The term “shareholder” as mentioned in these rules refers to the shareholder themselves and the agent entrusted by the shareholder to attend according to law. The shareholders may, for each shareholders’ meeting, issue a power of attorney printed by the company with the scope of authorization specified, and entrust an agent to attend the shareholders’ meeting. Each shareholder is limited to issuing one power of attorney and entrusting only one person, and shall have the power of attorney delivered to the company five days before the date of the shareholders’ meeting. If the entrustment is repeated, the first one delivered shall prevail. However, the above does not apply if a declaration is made on the revocation of the entrustment previously delivered.
After the power of attorney is delivered to the company, if the shareholder wishes to attend the shareholders’ meeting personally or wishes to exercise the voting right in writing or electronically, a notice of revocation shall be delivered to the company in writing two days before the date of the shareholders’ meeting; if the power of attorney is cancelled after the time limit, the voting right exercised by the entrusted agent shall prevail.
Article 3: The attending shareholder or agent shall hand over the sign-in card for signing in. The attendance and voting at the shareholders’ meeting shall be based on the number of shares; unless otherwise specified or restricted in laws and regulations, each shareholder of the company has one voting right per share, and the number of shares present shall be calculated according to the sign-in book or the signed-in cards, plus the number of shares exercising the voting right in writing or electronically.
Article 4: Unless otherwise provided in laws and regulations, the shareholders’ meeting of the company shall be convened by the board of directors.
The company shall, 30 days before the general shareholders’ meeting or 15 days before the extraordinary shareholders’ meeting, prepare an electronic file containing the notice of the shareholders’ meeting, the form of the power of attorney, the relevant recognition cases, discussion cases, selection or dismissal of directors, and

reasons and explanations of the proposals, and transmit it to the MOPS. The company shall also, 21 days before the general shareholders’ meeting or 15 days before the extraordinary shareholders’ meeting, prepare an electronic file containing the handbook and supplementary information of the shareholders’ meeting, and transmit it to the MOPS. 15 days before the shareholders’ meeting, the company shall make available the handbook and supplementary information of the meeting for the shareholders to read at any time; the company shall also have them displayed at the company and the professional stock affairs agency appointed by the company, and distribute them at the shareholders’ meeting.

The meeting notice and announcement shall state the convening reason; if agreed by the counterparty, the meeting notice may be delivered electronically. The election or dismissal of directors, alteration of articles of association, capital reduction, application for suspension of public offering, removal of director’s noncompetition restriction, capital increase from earnings, capital increase from reserve, company dissolution, merger, division, or all circumstances in Article 185, paragraph 1 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be listed under the convening reason with a description of the main contents of the matters, and shall not be proposed as an extemporary motion; the main contents may be placed on the website designated by the securities authority or the company, and its URL shall be specified in the notice.

If the reason for convening the shareholders’ meeting has stated a full re-election of directors and the date of assuming office, then after the re-election is completed at the shareholders’ meeting, the date of assuming office may not be further changed via an extemporary motion. Any shareholder holding more than 1% of the total issued shares may submit to the company in writing a proposal for the general shareholders’ meeting. However, each such shareholder is limited to making only one proposal, and excess proposals will not be included in the agenda. In addition, the board of directors may not list the proposal from a shareholder in case of any of the circumstances in Article 172-1, paragraph 4 of the Company Act. Shareholders may submit proposals to urge the company to promote public interests or to fulfill social responsibilities. Procedure-wise, the number of such proposals shall be limited to one according to the relevant provisions of Article 172-1 of the Company Act, otherwise the excess proposals will not be included in the agenda.

The company shall, before the book-close date of the general shareholders’ meeting, announce the acceptance of proposals, the written or electronic acceptance method, and the location and period of acceptance; the period of acceptance shall not be less than 10 days. The proposal proposed by a shareholder is limited to 300 words, and those exceeding 300 words will not be included in the agenda; the proposing shareholder shall either attend the general shareholders’ meeting personally or

entrust an agent to attend, and participate in the discussion of the proposal. The company shall notify the proposing shareholder of the results of the acceptance before the date the convening notice is send, and shall include the proposals compliant with the requirements of this article in the meeting notice. For shareholders’ proposals not included in the agenda, the board of directors shall explain the reasons for non-inclusion.

The place of the meeting shall be at the place where the company is located or where it is convenient for the shareholders to attend. The meeting time shall not be before 9 a.m. or after 3 p.m., and the opinion of the independent directors shall be taken into full account when considering the meeting place and time.

The company shall specify in the meeting notice the time and place for the shareholder’s registration and other matters needing attention.

The time for the shareholder’s registration referred to in the preceding paragraph shall be at least 30 minutes before the meeting; the place for registration shall be clearly marked, and sufficient qualified personnel shall be sent to handle the registration.

The shareholder themselves or their agent (hereinafter referred to as the shareholder) shall attend the shareholders’ meeting on the basis of the attendance card, sign-in card or other attendance certificates. The company shall not arbitrarily add other supporting documents to the certification documents based on which the shareholders attend the meeting. The solicitor of the power of attorney shall carry an identity certificate for verification.

The company shall have a sign-in book for the attending shareholders to sign in, or the attending shareholders may submit their sign-in cards for signing in.

The company shall deliver the meeting handbook, annual report, attendance card, speech slip, voting ballots and other meeting materials to the shareholders present at the shareholders’ meeting; if there is a re-election of directors, the electing ballots shall also be attached.

Article 5: If a shareholders’ meeting is convened by the board of directors, the chairperson of the board shall act as the meeting chairperson. If the chairperson is on leave or unable to perform their duties for some reason, the chairperson shall designate a director to act as their deputy. When the chairperson does not appoint a deputy, the directors shall elect one among themselves as the deputy. When there are two or more conveners, one shall be selected to act as the meeting chairperson. The chairperson shall preside over the shareholders’ meeting convened by the board of directors. It is advised that more than half of the directors of the board shall attend the meeting in person, and at least one member of each functional committee shall attend the meeting. The attendance status shall be recorded in the minutes of the shareholders’ meeting.

If the shareholders’ meeting is convened by a person who has the right to convene

the meeting other than a member of the board of directors, the meeting chairperson shall be the convener. If there are more than two conveners, one shall be elected as the meeting chairperson.

Article 6: The company shall, from the time of the shareholder’s registration, make continuous audio and video recordings of the process of the shareholder’s registration, the process of the meeting and the process of voting and vote counting. The audio and video recording data mentioned in the preceding paragraph shall be kept for at least one year. However, if any shareholder brings a lawsuit in accordance with Article 189 of the Company Act, the data shall be kept until the end of the lawsuit.
Article 7: The chairperson shall announce the start of the meeting at the scheduled meeting time. If shareholders representing no more than half of the total issued shares are present, the chairperson may announce the meeting to be postponed; the number of such postponements shall be limited to two times, and the total time of the delay shall not exceed one hour. If after the second postponement, the shareholders present still represent less than one third of the total number of shares issued, the chairperson shall announce the meeting aborted.
If after the two postponements in the preceding paragraph, the shareholders present still represent no more than one third of the total number of issued shares, the chairperson may, in accordance with the provisions of Article 175, paragraph 1 of the Company Act, make a tentative resolution, notify each shareholder of the tentative resolution, and convene the shareholders’ meeting again within one month. Before the end of the meeting, if the number of shares represented by the shareholders present reaches more than half of the total number of issued shares, the chairperson may reapply for voting on the tentative resolution in accordance with Article 174 of the Company Act.
Article 8: If the shareholders’ meeting is convened by the board of directors, its agenda shall be set by the board of directors; the meeting shall be carried out based on the scheduled agenda, and shall not be changed without the resolution of the shareholders’ meeting. The provisions of the preceding paragraph shall apply mutatis mutandis to the shareholders’ meeting if it is convened by a person other than a member of the board of directors. Before the end of the proceedings (including extemporary motions) in the two paragraphs above, the chairperson shall not announce the meeting adjourned without a resolution; if the chairperson violates the rules of procedure and declares the meeting adjourned, the other members of the board of directors shall promptly assist the attending shareholders to follow the legal procedure to select a person as the chairperson with the consent of more than half of the shareholders present, and continue the meeting.

Article 9: The chairperson shall give the opportunity for a full explanation and discussion of the amendment or extemporary motion proposed by the shareholder. If the chairperson thinks that the time for voting is reached, they may announce that the discussion is suspended and the proposal is submitted for voting, and arrange sufficient time for voting.
Article 10: Before their speech, the attending shareholder shall fill in the speech slip specifying the gist of the speech, the shareholder’s account number (or attendance number) and the account name, and the chairperson shall determine the order of their speeches. If the shareholder only submits the speech slip but did not speak, it shall be deemed that they have not made a speech. If the content of the speech does not conform to that of the speech slip, the content of the speech shall prevail. When a shareholder speaks, other shareholders shall not speak to interfere unless the approval of the chairperson and the speaker is obtained. The chairperson shall stop those who violate the above. After the shareholder’ speech, the chairperson may reply in person or appoint relevant personnel to reply.
Article 11: For the same proposal, each shareholder shall not speak more than twice without the consent of the chairperson, and each speech shall not exceed five minutes. If the shareholder’s speech violates the provisions in the preceding paragraph or goes beyond the scope of the proposal, the chairperson may stop the speech.
Article 12: When a legal person is entrusted to attend the shareholders meeting, only one representative may be appointed to attend. If two or more representatives are appointed by a legal person shareholder to attend the shareholders’ meeting, only one person may be selected to speak on the same proposal.
Article 13: Attendance at shareholders meetings shall be calculated based on the number of shares. The number of shares of non-voting shareholders shall not be counted into the total number of issued shares in the resolution of the shareholders’ meeting. When a shareholder has personal interests in items at the meeting which may cause harmful results to the interests of the company, they shall not participate in the voting and shall not exercise voting rights on behalf of other shareholders. The number of shares that may not exercise voting rights referred to in the preceding paragraph shall not be counted in the number of voting rights of the shareholders present.
Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting rights represented by them shall not exceed 3% of the total number of voting shares of the company, otherwise, the portion of excessive voting rights shall not

be counted.

Each shareholder has one voting right per share, but this does not apply to those who are restricted or have no voting rights as specified in Article 179, paragraph 2 of the Company Act.

When the company holds a shareholders’ meeting, it shall have the voting rights exercised by electronic means or in writing; when the voting rights are exercised in writing or by electronic means, the exercise method shall be specified in the notice of the shareholders’ meeting. The shareholders who exercise the voting rights in writing or by electronic means shall be deemed to attend the shareholders’ meeting in person. However, for extemporary motions and amendments to the original motions of the shareholders’ meeting, such shareholders shall be deemed to have waived their voting rights; therefore, the company should avoid extemporary motions and amendments to the original motions.

If the voting rights are exercised in writing or by electronic means as in the preceding paragraph, the intention of said expression shall be delivered to the company two days before the shareholders’ meeting. If the intention is repeated, the first one delivered shall prevail. However, the above does not apply if a declaration is made on the revocation of the intention previously delivered.

After the shareholder exercises the voting right in writing or by electronic means, if they want to attend the shareholders’ meeting in person, they shall make a revocation of the intention previously delivered in the same manner as the revocation of the voting intention in the previous paragraph two days before the shareholders’ meeting; if the revocation is made after the deadline, the voting right exercised in writing or by electronic means shall prevail. If the voting right is exercised in writing or by electronic means and the agent entrusted via a power of attorney is present at the shareholders’ meeting, the voting right of the entrusted agent shall prevail.

Unless otherwise provided by the law, a proposal shall be approved with the consent of more than half of the voting rights of the shareholders present.

When voting, the chairperson or their designated personnel shall announce the total number of voting rights of the shareholders present, and the shareholders shall then vote on the proposals one by one. The results of shareholders’ consent, objection and waiver shall be entered on the MOPS on the same day after the shareholders’ meeting.

Article 14: When there is an amendment or replacement to a proposal, the chairperson shall determine the order of voting together with that of the original proposal. If one of the proposals is approved, the other proposals shall be deemed to be rejected and no more voting shall be needed.

Article 15: The persons who supervise and calculate the votes on proposals shall be appointed

by the chairperson, but the vote supervisor shall have the status of shareholder. The vote counting operation of voting or election at the shareholders’ meeting shall be conducted in a public place of the venue of the shareholders’ meeting, and the voting results, including the number of voting rights, shall be announced on the spot after the completion of the counting and recorded accordingly. When there is an election of directors at the shareholders’ meeting, it shall be handled in accordance with the relevant election rules prescribed by the company, and the election results, including a list of elected directors and the number of voting rights they received, shall be announced on the spot. The ballots for the election referred to in the preceding paragraph shall be sealed and signed by the monitoring personnel and properly kept for at least one year. However, if any shareholder brings a lawsuit in accordance with Article 189 of the Company Act, the data shall be kept until the end of the lawsuit.

Article 16: The resolutions of the shareholders’ meeting shall be recorded in the meeting minutes, signed or sealed by the chairperson, and distributed to the shareholders within 20 days after the meeting. The production and distribution of the minutes may be done electronically. For the distribution of minutes referred to in the preceding paragraph, the company may enter the minutes on the MOPS for public announcement. The minutes shall be taken in the order of the date, place, name of the chairperson, resolution method, essentials of the proceedings and voting results (including the number of voting rights), and the number of voting rights received by each candidate shall be disclosed when there is an election of directors. The minutes shall be kept permanently for the duration of the existence of the company.
Article 17: The company shall clearly disclose in the meeting venue and in the prescribed format the number of shares acquired by solicitors and the number of shares represented by entrusted agents on the day of the meeting. If the resolution of the shareholders’ meeting contains any material information stipulated by law and provided by the Taiwan Stock Exchange Co., Ltd. (or the Taipei Exchange), the company shall transmit the contents to the MOPS before the specified deadline.
Article 18: The company may appoint its appointed lawyers, accountants or related personnel to attend the shareholders’ meeting as non-voting delegates. The meeting staff of the shareholders’ meeting shall wear identification cards or armbands.
Article 19: The chairperson may command the picket (or security personnel) to assist in maintaining the order of the meeting venue. When assisting in maintaining order, the picket (or security personnel) shall wear an armband or identification card with the word “picket”. If sound amplification equipment is available at the meeting venue, the chairperson may stop shareholders from speaking if they speak on

equipment not prepared by the company. If a shareholder violates the rules of procedure and fails to comply with the chairperson’s correction, and hinders the meeting from proceeding, the chairperson may direct the picket or the security personnel to ask them to leave the meeting venue.

Article 20: When the meeting is in progress, the chairperson may announce a break at their discretion. In case of force majeure, the chairperson may rule to suspend the meeting and announce the time for continuation of the meeting depending on the situation, or, upon the resolution of the shareholders, the meeting may be postponed or resumed without notice or announcement within five days.
Before the conclusion of the proceedings (including extemporary motions) scheduled for the shareholders’ meeting, if the venue for the meeting cannot continue to be used, another venue may be found to continue the meeting upon the resolution of the shareholders.

The shareholders’ meeting may, in accordance with Article 182 of the Company Act, decide to postpone or resume the meeting within five days.

Article 21: These rules shall come into force after being approved by the shareholders’ meeting, and the same shall apply when they are amended.
Article 22: These rules were established on June 5, 2020.

The first amendment was made on November 4, 2020.

[Appendix 5]

Century Wind Power Co., Ltd.

Shareholding of directors

As of the book-close date of the extraordinary shareholders’ meeting (March 30, 2021), the shareholding status of individual and all directors recorded in the shareholders’ register is as follows:

Position	Name	Number of shares held	Shareholding ratio %
Chairperson	Century Iron & Steel Industrial Co, Ltd. Representative: Wen- Hsiang Lai	60,817,151	60.82
Director	Jun-Cheng Lai	807,590	0.81
Director	Chengde Management Consulting Co., Ltd. Representative: Chia-Hong Chin	276,681	0.28
Director	Hui-Hua Lai	841,700	0.84
Independent Director	Mao-Lin Shi	0	0
Independent Director	Chong-Chiu Huang	0	0
Independent Director	Jun-Fu Chang	0	0

Number of shares held by all directors		61,743,122	62.74%

Note 1: Total number of shares issued on March 30, 2021: 100,000,000 shares.

Note 2: The minimum number of shares to be held by all directors is 8,000,000. As of March 30, 2021, the number of shares held by all directors is 62,743,122.

AI assistant

CWP — AGM Information 2021

51966_rns_2021-09-14_94490461-d1cf-4872-9aee-fbb41d94ada3.pdf

Table of Contents

Century Wind Power Co., Ltd.

Three. Annexes

Century Wind Power Co., Ltd.

Meeting Procedure of 2021 General Shareholders’ Meeting

I. Call Meeting to Order

VII. Meeting Adjourned

Agenda of 2021 General Shareholders’ Meeting

Report Items

Case 4 (proposed by the board meeting)

Recognition Items

Discussion Items

Case 2 (proposed by the board meeting)

Extemporary Motions

Meeting Adjourned

Century Wind Power Co., Ltd.

2020 Business Report

I. 2020 Business Results

(I) Implementation Results of Business Plan

II. Summary of 2021 Business Plan

Potential new projects in major product markets:

III. Future Development Strategy of the Company

IV. Impact of External Competition Environment, Regulatory Environment and Overall Operating Environment

Century Wind Power Co., Ltd.

Audit Committee Review Report

Century Wind Power Co., Ltd.

Comparison Table of Revised Articles of the “Rules of Procedure of Board Meetings”

Century Wind Power Co., Ltd. 2020 Earnings Distribution Table

Century Wind Power Co., Ltd.

Comparison Table of Revised Articles of the “Procedures for Acquisition or Disposal of Assets”

[Appendix 1]

Century Wind Power Co., Ltd.

Rules of Procedure of Board Meetings (before revision)

[Appendix II]

Century Wind Power Co., Ltd.

Procedures for Acquisition or Disposal of Assets (before revision)

Article 1: Purpose

Article 2: Legal basis

Article 3: Scope of assets

Article 4: Definitions

Article 9: Procedures for acquisition or disposal of securities investment

Unit:US$

2. Audit Department

Article 16: Penalties

Article 17: Implementation and revision

Article 18: Supplementary provisions

[Appendix III]

Articles of Association of Century Wind Power Co., Ltd.

Chapter I General Provisions

Chapter II Shares

Chapter III Shareholders’ Meeting

Chapter IV Directors and Audit Committee

Article 16: (deleted)

Chapter V Managers

Chapter VI Accounting

Chapter 7 Supplementary Provisions

[Appendix IV]

Century Wind Power Co., Ltd.

Rules of Procedure of Shareholders’ Meetings

Century Wind Power Co., Ltd.

Shareholding of directors

More from CWP

CWP AGM Information 2021