FALCON — AGM Information 2023

Jun 8, 2023

Stock Code: 1516

FALCON POWER CO., LTD.

Handbook for the 2023 Annual Meeting of Shareholders

Time: 10:00 a.m. on Wednesday, June 7, 2023 Place: 11F., No. 495, Guangfu S. Rd., Xinyi Dist., Taipei City (Pacific Business Hotel)

Table of Contents

Table of Contents
I. Procedure for the 2023 Annual Meeting of Shareholders	2
II. Meeting Agenda	3
1. Management Presentation (Company Reports)	4
2. Proposals	6
3. Discussion	9
4. Election	12
5. Other Matters	14
6. Questions and Motions	16
III. Annex
1. Business Report	18
2. Audit Committee’s Audit Report	21
3. Independent Auditor’s Audit Report and 2022 Financial Statements	24
4. List of Director (including Independent Director) Candidates	32
IV. Table
1. Comparison Table of Revised Articles of “Rules of Procedure for Shareholder	33
Meetings”
2. Rules of Procedure for Shareholder Meetings (after amendments)	40
3. Comparison Table of Revised Articles of “Regulations Governing the	50
Acquisition and Disposal of Assets by Public Companies”
4. Regulations Governing the Acquisition and Disposal of Assets by Public	58
Companies (after amendments)
V. Attachment
1. Rules of Procedure for Shareholder Meetings	76
2. Articles of Incorporation	82
3. Procedures for Election of Directors	88
4. Director’s Shareholding Details	91

1

Procedure for the 2023 Annual Meeting of Shareholders

1. Call the Meeting to Order

2. Chairperson Remarks

1. Management Presentation (Company Reports)

2. Proposals

3. Discussion

4. Election Matters

7. Other Matters

8. Questions and Motions

9. Adjournment

2

2023

Agenda of Annual Meeting of Shareholders

Time: 10:00 a.m. on Wednesday, June 7, 2023

Meeting Method: Physical Meeting

Place: 11F., No. 495, Guangfu S. Rd., Xinyi Dist., Taipei City (Pacific Business Hotel)

1. Call the Meeting to Order

2. Chairperson Remarks

3. Management Presentation (Company Reports):

4. 2022 Business Report and 2023 Business Plans

5. Audit Committee’s Audit Report on the 2022 Financial Statements

6. Report on the 2022 Distribution of Compensation for Employees and Directors

7. Proposals:

8. Adoption of the 2022 Business Report and Financial Statements

9. Adoption of the Proposal for Distribution of 2022 Profits

10. Discussion:

11. Amendments to the Company’s “Rules of Procedure for Shareholder Meetings”

12. Amendments to the Company’s “Regulations Governing the Acquisition and Disposal of Assets”

13. Proposal for Issuance of New Shares through Capitalization of Earnings

14. Election Matters:

15. 15th Election of Directors (including Independent Directors)

7. Other Matters:

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

2. Questions and Motions

3. Adjournment

3

Management Presentation (Company Reports)

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Management Presentation (Company Reports)

Report No. 1

2022 Business Report and 2023 Business Plans

Explanation:

Please refer to the Business Report in Attachment 1 on page 18 of this manual.

Report No. 2

Audit Committee’s Audit Report on the 2022 Financial Statements

Explanation:

Please refer to the Audit Committee's Audit Report in Attachment 2 on page 21 of this manual.

Report No. 3

Report on the 2022 Distribution of Compensation for Employees and Directors

Explanation:

1. According to Article 30, Paragraph 1 of the Company's Articles of Incorporation, "If the Company has a profit for the year (the so-called profit refers to the profit before tax, excluding employee compensation and director compensation), it shall allocate no less than 1.5% for employee compensation and no more than 3% for director compensation. However, when the Company has accumulated losses, it should cover the losses first." The aforementioned employee compensation can be in the form of stocks or cash. The aforementioned director compensation can only be in the form of cash.

2. For 2022, the proposed employee compensation is set at 1.5479%, amounting to NT$960,000, and director compensation is set at 1.0158%, amounting to NT$630,000.

3. There is no difference between the estimated amounts of employee compensation and director compensation for 2022 and the recognized expenses for the year, both are to be distributed in cash.

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Proposals

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Proposals

Proposal 1 (Proposed by the Board):

Adoption of the 2022 Business Report and Financial Statements

Explanation:

Resolution :

1. The Company's 2022 financial statements were approved by the Board of Directors on January 18, 2023. The 2022 financial statements have been audited and certified by LO, HSIAO-CHIN and HONG, MAO-YI, certified public accountants from Ernst & Young, and an unqualified audit report has been issued. The business report, balance sheet, statement of comprehensive income, statement of changes in equity, and statement of cash flow are attached herewith and submitted to the Audit Committee for review.

2. Please refer to the aforementioned business report and financial statements in Attachment 1 on page 18 and Attachment 3 on page 24 of this manual.

3. Please proceed for adoption.

Proposal 2 (Proposed by the Board):

Adoption of the Proposal for Distribution of 2022 Profits

Explanation:

1. The 2022 earnings distribution table is as follows.

Item	Amount
Accumulated earnings available for distribution at the beginningof theperiod	0
Add: Disposal of equity instruments measured at fair value through other comprehensive income	1,257,100
Add: Net income after tax for theyear 2022	48,520,182
Accumulated earnings available for distribution at the end of theperiod	49,777,282
Less: Provision for legal reserve	（4,977,728）
Less: Distribution of cash dividends to stockholders	（13,439,864）
Less: Distribution of stock dividends to shareholders	（31,359,690）
Total	0

1. Related matters are handled in accordance with Article 228 and Article 230 of the Company Act.

2. The amount of unrealized valuation gains on equity instruments measured at fair value through other comprehensive income for the Company's other comprehensive income, which is included in the undistributed earnings for the year, is NT$1,257,100.

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1. The pre-tax profit for 2022 is NT$62,016,779, after deducting employee compensation of NT$960,000, director compensation of NT$630,000, and other expenses, as well as income tax expenses of NT$11,906,597, the net profit after tax for 2022 is NT$48,520,182.

Resolution :

1. After the Company allocates the legal reserve according to the law, it proposes to allocate a shareholder dividend of NT$44,799,554, with a distribution of NT$1.25544601 per share. Among them, NT$0.37663374 will be distributed in cash, totaling NT$13,439,864 in cash dividends, and NT$0.87881227 will be distributed in stocks, totaling NT$31,359,690 in stock dividends. After distribution, the undistributed earnings at the end of the period will be NT$0. The shareholder dividend is calculated based on the estimated total number of outstanding shares at the time of distribution, 35,684,174 shares. The distribution base date will be determined by the Board of Directors after the resolution of the 2023 Annual Shareholders' Meeting. If the above dividend/stock distribution ratio changes due to other factors affecting the number of the Company's outstanding shares, it is proposed to authorize the Board of Directors to make adjustments at the Annual Shareholders' Meeting.

2. Cash dividends will be distributed to the nearest dollar, with any amounts less than a dollar being rounded down. The total amount of any odd-lot amounts less than one dollar will be recorded as other income for the Company.

3. Please proceed for adoption.

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Discussion

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Discussion (1):

Proposal 1 (Proposed by the Board):

Amendments to the Company’s “Rules of Procedure for Shareholder Meetings”

Explanation:

Resolution :

1. In order to comply with the amendments to the "Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies," it is considered necessary to amend the wording of the Company's current "Rules of Procedure for Shareholder Meetings." In accordance with the letter Jin-Guan-ZhengJiao-Zi No. 1110380914 issued by the Financial Supervisory Commission, it is proposed to amend the Company's "Rules of Procedure for Shareholder Meetings."

2. Please find attached the comparison table of the amended articles (as detailed in Table 1 and Table 2).

3. Please proceed for resolution.

Proposal 2 (Proposed by the Board):

Amendments to the Company’s “Regulations Governing the Acquisition and Disposal of Assets”

Explanation:

Resolution :

1. The Financial Supervisory Commission revised and issued the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" on January 28, 2022. The Company has amended its "Regulations Governing the Acquisition and Disposal of Assets" in accordance with the newly issued guidelines.

2. Please find attached the comparison table of the amended articles (as detailed in Table 3 and Table 4).

3. Please proceed for resolution.

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Proposal 3 (Proposed by the Board):

Proposal for Issuance of New Shares through Capitalization of Earnings

Explanation:

1. Considering the future business development needs, the Company plans to allocate a shareholder dividend of NT$31,359,690 from the distributable earnings of 2022 to increase capital, issuing 3,135,969 new common shares, each with a par value of NT$10.

Resolution :

1. The capital increase for this issue will be based on the shareholder's holding ratio recorded in the shareholder register on the record date, with 87.88122712 shares being distributed for every 1,000 shares held without compensation. Any fractional shares less than one share will be distributed in cash according to the par value as stipulated in Article 240 of the Company Act (rounded down to the nearest dollar). If there are any remaining shares, the Chairman is authorized to negotiate their purchase at par value with specific individuals. For shareholders participating in the book-entry distribution of shares, the cost of processing the book-entry transfer will be deducted from the amount of any fractional shares less than one share.

2. The newly issued shares will have the same rights and obligations as the original shares. If subsequent changes in the Company's share capital due to other factors affect the number of outstanding shares, causing the shareholder's stock distribution ratio to change, the Board of Directors is authorized to make relevant adjustments.

3. Upon approval by the Annual Shareholders' Meeting and the competent authority, the Board of Directors is authorized to determine the ex-rights date and record date for the capital increase by issuing new shares from retained earnings.

4. If the issuance of new shares must be changed due to factual necessity or review by the competent authority, the Board of Directors is authorized to handle it.

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Election

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Election

15th Election of Directors (including Independent Directors) (Proposed by the Board)

Explanation:

1. The Company's independent director, LI, KUN-MING, resigned on December 30, 2022, and his vacancy was legally filled by the election of a new independent director.

2. According to the regulations, the Company must have at least 4 independent directors by December 31, 2023. The Company has elected 3 independent directors and plans to elect one additional independent director. In addition, the Company plans to elect one more director based on its needs.

Results :

1. Three director seats (including two independent director seats) are proposed to be elected, with shareholders choosing from the list of director and independent director candidates. The newly elected directors will take office immediately after the shareholders' meeting, serving a term from June 7, 2023, to June 7, 2025.

2. 4.The Company's director election adopts a candidate nomination system, and shareholders should elect from the list of director candidates. The list of director candidates was reviewed and approved by the Company's Board of Directors on April 20, 2023. Please refer to page 34 of this manual and Attachment 4 for their education, experience, and other relevant information.

3. The Company's Procedures for Election of Directors is detailed in Appendix 3 (please refer to page 108 of this manual).

4. Please proceed for election.

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Other Matters

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Other Matters:

Proposal of Release the Prohibition on Directors from Participation in Competitive Business (Proposed by the Board)

Explanation:

1. In accordance with Article 209 of the Company Act, a director must explain the significant content of any actions taken on behalf of themselves or others within the scope of the Company's business to the shareholders' meeting and obtain permission.

2. It is proposed that the Annual Shareholders' Meeting agree to remove the competition restriction for the newly elected directors from the date of their appointment.

Position in the company	Name	Concurrent Position
Director	Chen, Ding-Quan	Director of Dahe Environmental Incinerator
Director	Hsiu, Chi-Zhong	China Life Sales Manager
Independent Director	Ko, Chong-Yu	SONGCHEN CPAs /CPA
Independent Director	He, Chen-Chun	YONGHSIN CPAs /CPA

1. Please proceed for resolution.

Resolution :

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Questions and Motions

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Annex and Attachment

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Annex 1:

I.2022 Business Report:

(1) Implementation Results of Business Plan

The company's net operating income, operating costs, gross profit, and net profit for 2022 were respectively NT$1,502,111 thousand, NT$1,426,925 thousand, NT$75,186 thousand, and NT$58,599 thousand, an increase of 26.16%, 26.34%, 22.84%, and 32.56% respectively compared to the same period last year, mainly due to the higher coal prices in the 2022 fiscal year compared to the same period last year. The non-operating income and expenditure for 2022 was NT$1,828 thousand, a decrease of NT$22,820 thousand compared to the same period last year, mainly due to the recovery of false execution lawsuit funds in 2021. In summary, the net profit after tax in 2022 was approximately NT$13,020 thousand less than in 2021.

(2) Budget Implementation

The company did not disclose financial forecasts for 2022. Overall business conditions were affected by the economic environment and market competition but still complied with the company's internally established business plan.

(3) Financial income and expenditure and profitability analysis

1. Financial income and expenditure

Unit: NTD

thousand

1. Financial inc thousand	ome and expendit	ure		Unit: NTD
Item	2022	2021	Increase (decrease)	%
Net OperatingIncome	1,502,111	1,190,598	311,513	26.16%
OperatingCosts	（1,426,925）	(1,129,392)	297,533	26.34%
Gross Profit	75,186	61,206	13,980	22.84%
Gross Margin	5.01%	5.14%	（0.13%）	（2.53%）
OperatingExpenses	(16,587)	(17,001)	（414）	（2.44%）
Operating profit(loss)	58,599	44,205	14,394	32.56%
Non-operating income and expenses	1,828	24,648	（22,820）	（92.58%）
Income (loss) before income taxes	60,427	68,853	（8,426）	（12.24%）
Income tax benefit (expense)	(11,906)	(7,312)	4,594	62.83%
Net income (loss) for theperiod	48,521	61,541	（13,020）	（21.16%）

2. Profitability Analysis

	Item	2022	2021
Solvency	Current Ratio(%)	280.98	792.15
	Quick Ratio(%)	280.98	792.15
	Interest coverage multiple (times)	279.47	340.18
Operating Capacity	Accounts Receivable Turnover Ratio(Times)	4.92	4.63
	Inventoryturnover rate	NA	NA

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	(times)
Profitability	Return on Assets(%)	8.20	12.50
	Return on shareholders' equity (%)	10.71	14.26
	Net Income Ratio(%)	3.23	5.17
	Earningsper share(NT$)	1.36	1.72

(4) Research and Development

The company is still looking for worthwhile goods and industries to develop, so no research and development was undertaken in 2022.

II. Outline of the 2023 Business Plan:

(1) Operating Guidelines

After careful assessment by the management team, the company began engaging in raw coal trading in September 2015. The process was challenging, but since 2015, the net operating income has been growing continuously, showing the effectiveness of the transformation. The company will continue to develop business and seek opportunities for cooperation.

(2) Important Production and Sales Policies:

1. Marketing Strategy:

With a spirit of service, the company proactively develops business and seeks cooperation

opportunities with professionalism, responsibility, and seriousness, in order to segment and deeply cultivate the market.

2.R&D Strategy:

The company actively seeks worthwhile goods and industries to develop and will invest in R&D once they are found.

3.Production Strategy:

The company will carefully assess feasible investment plans.

III. Future Company Development Strategy:

The company will continue to distribute dividends to shareholders in 2023. The management team has been able to maintain steady profits even in unfavorable external environments, having distributed dividends for eight consecutive years. The management team will not only devote itself to existing business but also actively develop new businesses and seek cooperation opportunities. The future goal is to create the greatest benefit for shareholders, generate higher profits, and strive for shareholders continuously, with the duty of operators as the highest mission. The company will continue to uphold professional management and business competitiveness to allow shareholders to have good profits.

IV. Impact of External Competitive Environment, Regulatory Environment, and Overall Business Environment:

The company operates on the principle of integrity, adheres to laws and regulations issued by relevant governments and institutions, and conducts business in accordance with current laws and regulations.

In 2022 year, there was an unexpected blackout across Taiwan due to a shutdown accident at the Xingda Power Plant. The power supply capacity of the southern power system dropped instantly, causing the Longqi Super High Voltage Substation to be unable to respond.

Global climate change has made the protection of the Earth's environment, net-zero emissions, or carbon neutrality the highest goal pursued by countries around the world. These issues have made energy policies extremely complex and highly conflictual. How to balance energy acquisition and environmental development in the future is not just an industry issue, but a major current social

19

topic.

Considering the limited natural resources in Taiwan, industrial development is the vital lifeline for Taiwan's survival. The industry unanimously concerns about the future direction of Taiwan's energy policy and the rationality of power generation allocation. They hope that the government must review the current energy policy with a responsible attitude, allowing industries to operate locally with peace of mind. However, the transition to develop green electricity and move towards zero carbon must be prudently reviewed for the most appropriate energy power generation structure, and no single source of energy should be abandoned.

"The reality of power shortages necessitates a re-planning of energy policy." In the face of the power outage crisis that cannot be completely eliminated in the future, the government should reassess various power construction plans, pragmatically review energy policies, and ensure the normal operation of Taiwan's electricity; it can be foreseen that the power supply gap cannot be met in the short term, and our company still has considerable room for business development.

In the next decade, there is no other energy source that can replace coal-fired power generation. In the future, coal-fired power generation will at least continue to account for more than 50%. The acquisition and storage of fuel (coal) are easy, which is less dangerous than nuclear power generation and does not have the problem of handling radioactive waste. It is also more stable than natural gas or green energy generation. Therefore, in addition to maintaining the existing international trade business, our company will conduct diversified business development.

Once again, thank you to all the shareholders who have long supported the company and all the employees who have worked hard. We hope that all shareholders can continue to support the company and continue to stride into the future with the company.

Chairman: LO, JIEN-CHIAO

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Annex 2

Audit Committee’s Audit Report

Audit Committee Report

The Board of Directors had prepared and submitted the 2022 Financial Statements. The audit of the financial statements was completed by EY Taiwan, and an audit report was issued. The audit of the aforementioned statements was conducted by the audit committee, and no inconsistency was found. The audit report was issued in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Yours sincerely,

2023 Shareholders General Meeting

Audit Committee

Convener: FANG, FENG-CHI

Date: Jan. 18, 2023

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Audit Committee’s Audit Report

Audit Committee Report

The Board of Directors had prepared and submitted the 2022 Motion for Distribution of Surplus. The audit of the aforementioned Motion was conducted by the audit committee, and no inconsistency was found. The audit report was issued in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Yours sincerely,

2023 Shareholders General Meeting

Audit Committee

Convener: FANG, FENG-CHI

Date: Feb. 9, 2023

22

Audit Committee’s Audit Report

Audit Committee Report

The Board of Directors had prepared and submitted the 2022 Business Report for Distribution of Surplus. The audit of the aforementioned Report was conducted by the audit committee, and no inconsistency was found. The audit report was issued in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

Yours sincerely,

2023 Shareholders General Meeting

Audit Committee

Convener: FANG, FENG-CHI

Date: Apr. 20, 2023

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Annex 3

Auditor’s Report

To Falcon Power Co., Ltd.:

Opinion

We have audited the accompanying individual balance sheets of Falcon Power Co., Ltd. (the “Company”) as of December 31, 2022 and 2021, and the related individual statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the individual financial statements, including the summary of significant accounting policies (together referred as “the individual financial statements”).

In our opinion, the individual financial statements referred to above present fairly, in all material respects, the individual financial position of the Company as of December 31, 2022 and 2021, and their individual financial performance and cash flows for the years ended December 31, 2022 and 2021, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2022 individual financial statements. These matters were addressed in the context of our audit of the individual financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

— Revenue Recognition Timing Accuracy

Falcon Power Co., Ltd. had operating revenues of NT$1,502,111 thousand in fiscal 2022. Since Falcon Power Co., Ltd. derives its operating revenues primarily from the sale and purchase of raw coal, its sales orders or contracts with various customers contain various terms and conditions, and it is necessary to judge and determine the performance obligations and the timing of their satisfaction with respect to the customer’s order or contract documents, which results in significant risks to the timing of revenue recognition, therefore, we have determined that this is a key audit matter. Our auditing procedures included, but were not limited to, assessing the appropriateness of the accounting policy for the timing of revenue recognition related to performance obligations under the sales model and evaluating and testing the effectiveness of internal control relevant to the timing of revenue recognition for performance obligations in the sales cycle. We have performed tests of sales details, including obtaining original customer orders or contract documents and examining whether the timing of revenue recognition for performance obligations is consistent with the timing of performance obligations and satisfaction of the orders or contracts. We have also considered the appropriateness of the disclosure of operating revenues in Note 6 to the parent company only financial statements.

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— Revenue Recognition Judgment of Principal and Agent

Falcon Power Co., Ltd.’s operating revenues for fiscal 2022 are primarily derived from raw coal sales and purchases. Because the assessment of whether Falcon Power Co., Ltd. is the principal or agent in a raw coal transaction, i.e., whether Falcon Power Co., Ltd. controls the raw coal prior to its transfer to the customer, involves significant management judgment, therefore, we consider the determination of the principal and agent for the raw coal transaction to be a key audit matter. Our auditing procedures included, but were not limited to, assessing the appropriateness of revenue recognition accounting policies, including evaluating management’s assumptions about the principal’s role in the raw coal transactions, reviewing significant contractual provisions, and determining whether management has primary responsibility for providing the raw coal and assuming inventory risk before or after delivery of the raw coal. We tested management’s control over setting prices for each order, such as calculating changes in gross margin between orders, including reviewing contract terms and confirming that performance bonds and advance receipts were obtained in accordance with the terms of each order. In addition, we considered the appropriateness of the disclosure of operating income in Notes 5 and 6 to the financial statements.

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

Management is responsible for the preparation and fair presentation of the individual financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of individual financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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

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

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2022 individual financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Lo, Hsiao-Chin

Hong, Mao-Yi

Ernst & Young, Taiwan, R.O.C January 18, 2023

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Annex 4

List of Director (including Independent Director) Candidates

Type	Name	Education	Experience	Current Position
Director	TINGYANG Co. Ltd. Rept.: HSIU, CHI-ZHONG	Fu Jen Catholic University, Department of Business Administrati on	CMT second officer Chinese Automobile Co., Ltd. Automotive Parts Sales Business Director, Nanshan Life Chinalife Sales Manager	Chinalife Sales Manager
Independent Director	KO, CHONG-YU	Soochow University Accounting Institute	SONGCHEN CPAs/CPA YUANDA CPAs/CPA KPMG senior manage	SONGCHEN CPAs/CPA
Independent Director	HE, CHEN-CHUN	Department of International Business and Research, National Taiwan University Department of Finance, National Chengchi University	Researcher, Taiwan Economic News Culture Business Tat Wo Environmental Services PwC Taiwan/ CPA Managent	YONGHSIN CPAs/CPA

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Table 1

Comparison of the Amendments to the "Rules of Procedure of the Shareholders' Meeting

Art.		Before		After		Remark
3		Except as otherwise provided by laws, the company's shareholders' meetings shall be convened by the board of directors. Any changes to the method of convening the company's shareholders'meetings shall be decided by the board of directors and shall be made no later than the issuance of the meeting notice. The company shall, thirty days before the regular shareholders' meeting or fifteen days before the extraordinary shareholders' meeting, transmit the electronic files of the meeting notice, proxy form, relevant recognition cases, discussion items, election or dismissal of directors, and other proposals to theMOPS. The company shall also transmit the shareholders' meeting manual and supplementary meeting materials to theMOPStwenty-one days before the regular shareholders' meeting or fifteen days before the extraordinary shareholders' meeting. However, if the company's paid-in capital as of the end of the most recent fiscal year exceeds NT$10 billion or the combined foreign and mainland Chinese shareholding ratio listed on the shareholder register for the most recent fiscal year reaches 30% or more, the electronic files shall be transmitted thirty days before the regular shareholders' meeting. The agenda and explanatory materials for the next shareholders' meeting shall be prepared and made available for shareholders to consult at any time and displayed at the company and the appointed professional stock agency before the shareholders' meeting fifteen days in advance. The shareholders'manual and supplementary meeting materials mentioned above shall be provided to the shareholders for reference on the day of the shareholders'meeting in the following ways: 1. In the case of a physical shareholders'meeting, they shall be distributed at the meeting venue. 2. In the case of a video-assisted shareholders'meeting, they shall be distributed at the meeting venue and transmitted as electronic files to the video conference platform. 3. In the case of a video shareholders'meeting, they shall be transmitted as electronic files to the video conference platform. The notice and announcement shall state the purpose of the meeting, and if agreed upon by the relevant parties, the notice may be given electronically. The election or dismissal of directors, amendment of the articles of incorporation, reduction of capital, application for suspension of public issuance, permission for directors' non-competition, capitalization of retained earnings, capitalization of surplus, company dissolution, merger, division, matters under Article 185, Paragraph 1 of the Company Act, Article 26-1 and Article 43-6 of the Securities Exchange Act, Article 56-1 and Article 60-2 of the Guidelines for Handling the Offering and Issuance of Securities by Issuers, shall be listed and explained in the meeting notice, and may not be proposed as temporary resolutions. The purpose of convening the shareholders' meeting is explicitly stated as a comprehensive election of directors, including the specified date of assumption of office. After the completion of the director election at the shareholders' meeting, the date of assumption of office cannot be changed through ad hoc motions or any other means during the same meeting. Shareholders holding more than one percent of the total issued shares may submit proposals for the shareholders' general meeting to the company, limited to one proposal. Proposals exceeding this limit will not be included in the agenda. Furthermore, if a proposal submitted by a shareholder falls under any of the provisions of Article 172-1, Paragraph 4 of the Company Law, the board of directors may exclude it from the agenda. Shareholders may submit proposal(s) to urge the company to enhance public interest or fulfill social responsibilities, subject to the relevant provisions of Article 172-1 of the Company Law, with a limit of one proposal. Proposals exceeding one item will not be included in the agenda. Prior to the convening of the shareholders' general meeting, the company shall announce the acceptance of shareholders' proposals, the methods of written submission, the place of submission, and the acceptance period. The acceptance period shall not be less than ten days. Shareholders' proposals shall be limited to three hundred words, and if they exceed this limit, the proposal will not be included in the agenda. The proposing shareholder should attend the shareholders' general meeting in person or appoint someone else to attend and participate in the discussion of the proposal. Before the shareholders' meeting notice is sent, the company shall inform the proposing shareholders of the handling results and include the proposals that comply with the provisions of this article in the meeting notice. The board of directors shall explain the reasons for proposals that are not included in the agenda at the shareholders' meeting. Except as otherwise provided by laws, the company's shareholders' meetings shall be convened by the board of directors. Shareholders’meetings held by the company through video conferences, unless otherwise provided by the Guidelines for Handling Stock Affairs of Publicly Issued Companies, shall be stipulated in the articles of incorporation, decided by the board of directors, and resolutions of the video shareholders’meetings shall		Except as ot meetings sh The compan fifteen days electronic fi cases, discu proposals to the sharehol ~~th it di~~		1.The first item, the original third to tenth items remain unchanged. 2.In order to inform shareholders of changes in the method of convening shareholders' meetings, any changes to the method of convening shareholders' meetings should be decided by the board of directors and implemented no later than the sending of the notice of the shareholders' meeting. Therefore, the second item is added. 3.In accordance with Article 6 of the Regulations Governing Matters to be Recorded and Complied with in the Shareholders' Meetings of Public Companies as amended and promulgated on December 16, 2021, listed and OTC- listed companies with a paid-in capital of over NT$10 billion as of the end of the most recent fiscal year or with a foreign and Mainland Chinese shareholding ratio totaling 30% or more based on the shareholders' registry for the most recent fiscal year's ordinary shareholders' meeting should enable foreign and Mainland Chinese shareholders to access relevant information about the shareholders' meeting in a timely manner. Therefore, the transmission of electronic files shall be completed 30 days prior to the ordinary shareholders' meeting. This is to comply with the amendment to the third item. 4.In response to the allowance of public companies to convene shareholders' meetings via video conferencing, the company may convene shareholders' meetings in both physical and video conference formats. In order to ensure that shareholders participating in physical meetings or attending via video conference can access the shareholders' meeting manual and supplementary materials on the day of the meeting, the second item is revised and a fourth item is added.

33

		be implemented with the attendance of two-thirds or more of the directors and the approval of a majority of the attending directors. (omitted)
4.		Shareholders may issue a proxy form issued by the company for each shareholders' meeting, stating the authorized scope and the appointed proxy to attend the shareholders' meeting. Each shareholder may issue only one proxy form and appoint only one person as a proxy. The proxy form shall be delivered to the company at least five days before the shareholders' meeting. In case of duplicate proxy forms, the one that is delivered first shall prevail. However, a shareholder who declares the revocation of a previously issued proxy form is not subject to this deadline. After the proxy form is delivered to the company, if a shareholder wishes to attend the shareholders' meeting in person or exercise voting rights in writing or electronically, a notice to revoke the proxy form shall be submitted to the company in writing at least two days before the shareholders' meeting. In case of late revocation, the proxy appointed by the shareholder shall exercise the voting rights on their behalf. After the proxy form is delivered to the company, if a shareholder wishes to attend the shareholders'meeting via video conferencing, a notice to revoke the proxy form shall be submitted to the company in writing at least two days before the shareholders'meeting. In case of late revocation, the proxy appointed by the shareholder shall exercise the voting rights on their behalf.		Shareholders may issue a proxy form issued by the company for each shareholders' meeting, stating the authorized scope and the appointed proxy to attend the shareholders' meeting. Each shareholder may issue only one proxy form and appoint only one person as a proxy. The proxy form shall be delivered to the company at least five days before the shareholders' meeting. In case of duplicate proxy forms, the one that is delivered first shall prevail. However, a shareholder who declares the revocation of a previously issued proxy form is not subject to this deadline. After the proxy form is delivered to the company, if a shareholder wishes to attend the shareholders' meeting in person or exercise voting rights in writing or electronically, a notice to revoke the proxy form shall be submitted to the company in writing at least two days before the shareholders' meeting. In case of late revocation, the proxy appointed by the shareholder shall exercise the voting rights on their behalf.	1.The first to third items remain unchanged. 2. In the case of a shareholder appointing a proxy to attend the shareholders' meeting, if the shareholder intends to attend the shareholders' meeting via video conferencing, they should provide written notice to the company to revoke the proxy appointment at least two days before the shareholders' meeting. Therefore, the fourth item is added.
5		The venue for convening the shareholders' meeting shall be at the company's registered office or a location convenient for shareholders to attend and suitable for the shareholders' meeting. The meeting start time shall not be earlier than 9 a.m. or later than 3 p.m. The choice of venue and time shall take into full consideration the opinions of independent directors. When the company convenes a video shareholders'meeting, it is not restricted by the aforementioned venue requirements.		The venue for convening the shareholders' meeting shall be at the company's registered office or a location convenient for shareholders to attend and suitable for the shareholders' meeting. The meeting start time shall not be earlier than 9 a.m. or later than 3 p.m. The choice of venue and time shall take into full consideration the opinions of independent directors.	1.The existing provision is moved to the first item, and its content remains unchanged. 2.The second item is added to specify that when the company convenes a video conference shareholders' meeting, it is not limited by the meeting location.
6		The company should clearly state in the meeting notice the registration time, registration location, and other important instructions forshareholders, solicitors, and appointed agents (hereinafter referred to as shareholders)to report. The registration time for shareholders to report their attendance shall be at least 30 minutes before the meeting starts. The registration location shall be clearly marked and staffed by appropriate personnel.For video conference shareholders'meetings, registration shall be accepted on the video conference platform 30 minutes before the meeting starts. Shareholders who have completed the registration shall be deemed to be personally present at the shareholders'meeting. Shareholders shall attend the shareholders' meeting with an attendance certificate, attendance sign-in card, or other attendance documents. The company shall not arbitrarily require additional proof of attendance from shareholders based on the submitted attendance documents. If the attendee is a person soliciting proxies, they shall bring identification documents for verification. The company shall provide a sign-in book for shareholders to sign or accept attendance sign-in cards from attending shareholders. The company shall provide the meeting manual, annual report, attendance certificate, speech notes, voting slips, and other meeting materials to the attending shareholders. In the case of director elections, election ballots shall be provided separately. When a government agency or a juristic person is a shareholder, the representative attending the shareholders' meeting is not limited to one person. When a juristic person is authorized to attend the shareholders' meeting, only one person shall be appointed as a representative. For video shareholders'meetings, shareholders who wish to attend via video conferencing shall register with the company at least two days before the shareholders'meeting. For video shareholders'meetings, the company shall upload the meeting manual, annual report, and other relevant documents to the video conference platform at least 30 minutes before the meeting starts and continue to disclose them until the meeting ends.		The company shall include in the meeting notice the registration time, registration location, and other matters to be noted for shareholders to report their attendance. The registration time for shareholders to report their attendance shall be at least 30 minutes before the meeting starts. The registration location shall be clearly marked and staffed by appropriate personnel. shareholder~~s, solicitors, and appointed agents (hereinafter referred to as~~ ~~shareholders)~~shall attend the shareholders' meeting with an attendance certificate, attendance sign-in card, or other attendance documents. The company shall not arbitrarily require additional proof of attendance from shareholders based on the submitted attendance documents. If the attendee is a person soliciting proxies, they shall bring identification documents for verification. The company shall provide a sign-in book for shareholders to sign or accept attendance sign-in cards from attending shareholders. The company shall provide the meeting manual, annual report, attendance certificate, speech notes, voting slips, and other meeting materials to the attending shareholders. In the case of director elections, election ballots shall be provided separately. When a government agency or a juristic person is a shareholder, the representative attending the shareholders' meeting is not limited to one person. When a juristic person is authorized to attend the shareholders' meeting, only one person shall be appointed as a representative. For video shareholders' meetings, shareholders who wish to attend via video conferencing shall register with the company at least two days before the shareholders' meeting. For video shareholders' meetings, the company shall upload the meeting manual, annual report, and other relevant documents to the video conference platform at least 30 minutes before the meeting starts and continue to disclose them until the meeting ends.	1.The fourth to sixth items remain unchanged. 2.In order to clearly specify the time and procedures for shareholder registration when attending the meeting via video conference, the second item is amended. 3.To accommodate the use of shareholder abbreviations as specified in the first item, the third item is amended. Shareholders intending to attend the shareholders' meeting via video conference should register with the company at least two days before the meeting. 4.Therefore, the seventh item is added. 5.In order to allow shareholders attending via video conference to access the meeting manual, annual reports, and other related documents, the company should upload them to the shareholders' meeting video conference platform. Therefore, the eighth item is added.
6-1		When the company convenes a video shareholders'meeting, the meeting notice shall include the following: 1. Methods for shareholders to participate in the video conference and exercise their rights. 2. Handling procedures in case of natural disasters, incidents, or other force majeure events that cause obstacles to the video conference platform or participation via video conferencing, including at least the following: (1) If the obstacles cannot be resolved before the scheduled meeting time and the meeting needs to be postponed or continued, the new meeting date shall be determined. (2) Shareholders who were not registered for video participation in the original shareholders'meeting shall not be allowed to participate in the postponed or continued meeting. (3) In the case of a video-assisted shareholders'meeting, if the video conference cannot continue, and after deducting the attending shareholders who participated via video conferencing, the total number of attending shares meets the statutory quorum for the shareholders'meeting, the shareholders'meeting shall continue, and the attending shareholders who participate via video conferencing shall be counted towards the total number of attending shares. They			1.This article is newly added. 2.In order to inform shareholders of their rights and limitations regarding participation in shareholders' meetings prior to the meeting, it is specified that the contents of the meeting notice should include the methods for shareholders to participate in video conference meetings and exercise related rights, the handling procedures in case of natural disasters, emergencies, or other force majeure events that hinder the video conference platform or participation via video conference. It should include the rescheduled or continued meeting date when necessary, the provisions of Article 44-2, Paragraphs 1, 2, 4, and 5 of the Guidelines for Handling Matters Related to Shareholder Services of Public Issuing Companies, the handling procedures when all agenda items have been announced with no ad hoc motions, and alternative measures providedto shareholders who

34

		shall be considered as abstaining from all the resolutions of that shareholders'meeting. (4) Procedures in case all resolutions have been announced and no temporary resolutions have been proposed. 3. In the case of a video shareholders'meeting, appropriate alternative measures provided by the company for shareholders who have difficulties participating via video conferencing shall be specified. Except in cases stipulated in Article 44-9, Paragraph 6 of the Guidelines for Handling Stock Affairs of Publicly Issued Companies, the company shall provide at least the necessary equipment and assistance for shareholders to connect, and specify the period during which shareholders may apply to the company and other relevant matters to be noted.		face difficulties in participating via video conference. 3.Considering the limitations of participating in shareholders' meetings only through video conference, in order to provide appropriate alternative measures to shareholders who have difficulties in participating via video conference and assist them in using connection devices to attend the meeting, the latter part of the third clause is added to specify that when the company convenes a video conference shareholders' meeting, it should provide the necessary connection devices, venue, and assign relevant personnel to assist shareholders. The meeting notice should also specify the application period and other relevant instructions for shareholders to request such assistance from the company. 4.Additionally, considering the provisions of Article 44-9, Paragraph 6 of the Guidelines for Handling Matters Related to Shareholder Services of Public Issuing Companies, in the event of natural disasters, emergencies, or other force majeure events announced by the Ministry of Economic Affairs where the company is allowed to convene shareholders' meetings via video conference without explicitly stated provisions in the articles of incorporation, and to provide necessary supportive measures depending on the situation, the latter part of the third clause is amended to specify that the provisions of the latter part do not apply in such cases.
8		The company shall record and continuously record the entire process of shareholder registration, meeting proceedings, and voting counting from the start of shareholder registration. The audiovisual materials in the preceding paragraph should be kept for at least one year. However, if a shareholder files a lawsuit under Article 189 of the Company Law, they should be kept until the lawsuit is concluded. If the shareholders'meeting is held via video conference, the company shall record and continuously record the registration, registration, attendance, questioning, voting, and vote counting of shareholders. The company shall also record the entire video conference without interruption. The company shall properly preserve the above data and recordings during the retention period and provide the recordings to the entrusted party responsible for video conference affairs. If the shareholders'meeting is held via video conference, the company should also record the backstage operation interface of the video conference platform.	The company shall record and continuously record the entire process of shareholder registration, meeting proceedings, and voting counting from the start of shareholder registration. The audiovisual materials in the preceding paragraph should be kept for at least one year. However, if a shareholder files a lawsuit under Article 189 of the Company Law, they should be kept until the lawsuit is concluded.	1.The first and second items remain unchanged. 2.Referring to Article 183 of the Company Law and Article 18 of the Regulations Governing Board Meetings of Public Issuing Companies, it is specified that the company should record and preserve information regarding shareholder registration, registration, check-in, questioning, voting, and the company's vote count. The company is also required to conduct uninterrupted audio and video recording of the entire video conference meeting and properly preserve it during the company's existence. It should also be provided to the entrusted party responsible for handling video conference meeting affairs. Therefore, the third and fourth items are added. 3.In order to preserve relevant information of the video conference meeting as much as possible, in addition to the provision in the third item specifying that the company should conduct continuous audio and video recording of the entire video conference meeting, it is appropriate to also record the operation interface of the video conference backend. However, screen synchronization recording requires a certain level of specifications for computer hardware, software, and data security. Therefore, depending on the feasibility of the equipment conditions, the company can specify in its meeting rules whether screen synchronization recording is applicable. Therefore, the fifth item isadded.
		sharehold
		conferenc
		The com
		during th
		entrusted
		If the sha
		company
		video con
9		Sharehol based on shall be c cards and platform,	Shareholders' attendance at the shareholders' meeting should be based on their shareholdings. The number of shares in attendance shall be calculated based on the sign-in book or submitted sign-in cards, including the shares exercised by written or electronic voting. When the scheduled meeting time arrives, the chairman shall promptly announce the start of the meeting. However, if the number of attending shareholders representing more than half of the total issued shares is not reached, the chairman may announce a postponement of the meeting. The meeting can be postponed up to two times, with a total postponement time not exceeding one hour. If the attendance of shareholders representing more than one-third of the total issued shares is still insufficient after the two postponements, the chairman shall announce the adjournment of the meeting. If, after two postponements, the attendance is still insufficient but the attendance of shareholders representing more than one-third of the total issued shares is reached, a fictitious resolution may be made in accordance with Article 175, Paragraph 1 of the Company Law, and the fictitious resolution shall be notified to all shareholders to convene another shareholders' meeting within one month. Before the end of the current meeting, if the attendance representing more than half of the total issued shares is reached, the chairman may submit the fictitious resolution made and request a vote at the shareholders' meeting in accordance with Article 174 of the Company Law.	1.The second and fifth items remain unchanged. 2.In order to clearly specify that when the company conducts a shareholders' meeting via video conference, the total number of shares present should include the shares of shareholders who have completed check-in via video conference, the first item is amended. 3.When the company conducts a shareholders' meeting via video conference and the chairman announces an adjournment, the company should promptly announce the adjournment on the shareholders' meeting video conference platform to inform the shareholders. Therefore, the third item is amended. 5.If the company decides to convene another shareholders' meeting separately, shareholders who wish to attend via video conference should register with the company. Therefore, the fourth item is amended.
		confere
		If, after the atte the tota made i Law, an shareho month. shareho
		register

35

		Before the end of the current meeting, if the attendance representing more than half of the total issued shares is reached, the chairman may submit the fictitious resolution made and request a vote at the shareholders' meeting in accordance with Article 174 of the CompanyLaw.
11		Before shareholders speak, they must fill out a speech slip stating the main points of their speech, shareholder account number (or attendance certificate number), and account name. The chairman determines the order of speeches. If a shareholder only submits a speech slip but does not speak, it is considered as not speaking. If the content of the speech deviates from what is stated on the speech slip, the content of the speech shall prevail. For the same agenda item, each shareholder's speech shall not exceed two times without the chairman's consent, and each speech shall not exceed five minutes. However, the chairman may prohibit a shareholder from speaking if the speech violates the rules or goes beyond the scope of the agenda. While a shareholder is speaking, other shareholders shall not speak or disrupt without the consent of the chairman and the speaking shareholder. The chairman should intervene if there is a violation. When a juristic person shareholder appoints more than two representatives to attend the shareholders' meeting, only one person may speak on the same agenda item. After a shareholder speaks, the chairman may personally respond or designate relevant personnel to respond. If the shareholders'meeting is held via video conference, shareholders participating via video may ask questions in writing on the video conference platform from the start of the meeting until the adjournment is announced by the chairman. The number of questions for each agenda item shall not exceed two, and each question shall be limited to 200 words. The provisions of paragraphs 1 to 5 do not apply in this case. If the questions in the preceding paragraph do not violate the rules or go beyond the scope of the agenda, they should be disclosed on the video conference platform for public knowledge.	Before shareholders speak, they must fill out a speech slip stating the main points of their speech, shareholder account number (or attendance certificate number), and account name. The chairman determines the order of speeches. If a shareholder only submits a speech slip but does not speak, it is considered as not speaking. If the content of the speech deviates from what is stated on the speech slip, the content of the speech shall prevail. For the same agenda item, each shareholder's speech shall not exceed two times without the chairman's consent, and each speech shall not exceed five minutes. However, the chairman may prohibit a shareholder from speaking if the speech violates the rules or goes beyond the scope of the agenda. While a shareholder is speaking, other shareholders shall not speak or disrupt without the consent of the chairman and the speaking shareholder. The chairman should intervene if there is a violation. When a juristic person shareholder appoints more than two representatives to attend the shareholders' meeting, only one person may speak on the same agenda item. After a shareholder speaks, the chairman may personally respond or designate relevant personnel to respond.	1.The first to sixth items remain unchanged. 2.In order to clearly specify the methods, procedures, and limitations for shareholders participating in the shareholders' meeting via video conference to ask questions, the seventh item is added. 3.In order to facilitate other shareholders to understand the content of questions asked by shareholders, the company may screen questions unrelated to the agenda of the shareholders' meeting, and the remaining shareholder questions should be disclosed on the video conference platform. Therefore, the eighth item is added.
13		Each share entitles the shareholder to one voting right, except for those with restrictions or those listed in Article 179, Paragraph 2 of the Company Law, which are not subject to this limitation. When the company convenes a shareholders' meeting, electronic means and written means may be adopted to exercise voting rights. The method of exercising voting rights by written or electronic means shall be specified in the shareholders' meeting notice. Shareholders who exercise voting rights by written or electronic means shall be deemed as attending the shareholders' meeting in person. However, with respect to ad hoc resolutions and amendments to original proposals at the shareholders' meeting, they shall be deemed as abstaining, so the company should avoid proposing ad hoc resolutions and amendments to original proposals. Shareholders who exercise voting rights by written or electronic means shall deliver their voting instructions to the company at least two days before the shareholders' meeting. In case of multiple instructions, the earliest one shall prevail. However, a declaration to revoke the previous instructions is not subject to this deadline. If a shareholder who has exercised voting rights by written or electronic means wishes to attend the shareholders' meeting in personor via video conference,they should revoke the previous instructions in the same manner as exercising voting rights at least two days before the shareholders' meeting. If the revocation is made after the deadline, the voting rights exercised by written or electronic means shall prevail. If voting rights are exercised by written or electronic means and a proxy is appointed to attend the shareholders' meeting, the voting rights exercised by the proxy's attendance shall prevail. Unless otherwise specified in the Company Law or the company's articles of incorporation, resolutions shall be passed with the approval of the majority of the voting rights of the attending shareholders. During the voting, the chairman or designated personnel shall announce the total voting rights of the attending shareholders for each agenda item. The shareholders shall then vote on each agenda item, and the results of their agreement, opposition, and abstention shall be entered into the MOPS on the same day as the shareholders' meeting. In the case where there are amendments or substitute proposals for the same agenda item, the chairman shall determine the voting sequence together with the original proposal. If one of the proposals has been approved, the other proposals shall be deemed rejected and no further voting is necessary. The chairman shall appoint the scrutineers and vote counters for the voting on resolutions, with the scrutineers being shareholders. The vote counting and election process for voting or election proposals at the shareholders' meeting shall be conducted openly within the meeting venue, and the results of the voting, including the statistical figures, shall be announced on the spot and recorded after the vote counting is completed. When the company holds a virtual shareholders'meeting, shareholders participating via video conference should vote on various proposals and election proposals through the video conferencing platform after the chairman announces the start of the meeting. The voting should be completed before the chairman	Each share entitles the shareholder to one voting right, except for those with restrictions or those listed in Article 179, Paragraph 2 of the Company Law, which are not subject to this limitation. When the company convenes a shareholders' meeting, electronic means and written means may be adopted to exercise voting rights. The method of exercising voting rights by written or electronic means shall be specified in the shareholders' meeting notice. Shareholders who exercise voting rights by written or electronic means shall be deemed as attending the shareholders' meeting in person. However, with respect to ad hoc resolutions and amendments to original proposals at the shareholders' meeting, they shall be deemed as abstaining, so the company should avoid proposing ad hoc resolutions and amendments to original proposals. Shareholders who exercise voting rights by written or electronic means shall deliver their voting instructions to the company at least two days before the shareholders' meeting. In case of multiple instructions, the earliest one shall prevail. However, a declaration to revoke the previous instructions is not subject to this deadline. If a shareholder who has exercised voting rights by written or electronic means wishes to attend the shareholders' meeting in person, they should revoke the previous instructions in the same manner as exercising voting rights at least two days before the shareholders' meeting. If the revocation is made after the deadline, the voting rights exercised by written or electronic means shall prevail. If voting rights are exercised by written or electronic means and a proxy is appointed to attend the shareholders' meeting, the voting rights exercised by the proxy's attendance shall prevail. Unless otherwise specified in the Company Law or the company's articles of incorporation, resolutions shall be passed with the approval of the majority of the voting rights of the attending shareholders. During the voting, the chairman or designated personnel shall announce the total voting rights of the attending shareholders for each agenda item. The shareholders shall then vote on each agenda item, and the results of their agreement, opposition, and abstention shall be entered into the MOPS on the same day as the shareholders' meeting. In the case where there are amendments or substitute proposals for the same agenda item, the chairman shall determine the voting sequence together with the original proposal. If one of the proposals has been approved, the other proposals shall be deemed rejected and no further voting is necessary. The chairman shall appoint the scrutineers and vote counters for the voting on resolutions, with the scrutineers being shareholders. The vote counting and election process for voting or election proposals at the shareholders' meeting shall be conducted openly within the meeting venue, and the results of the voting, including the statistical figures, shall be announced on the spot and recorded after the vote counting is completed.	1.The first to third items and the fifth to eighth items remain unchanged. 2.In order to clarify that shareholders who have exercised their voting rights in writing or electronically and wish to change to attending the shareholders' meeting via video conference should revoke their previous voting method in the same manner, the fourth item is amended. 3.When the shareholders' meeting is conducted via video conference, in order to provide sufficient voting time for shareholders participating via video conference, voting on each original agenda item can be conducted from the announcement of the meeting's commencement until the announcement of the voting's conclusion. The vote counting process should be conducted in one round to accommodate the voting time for shareholders participating via video conference. Therefore, the ninth and tenth items are added. 4.Shareholders registered for video- assisted shareholders' meetings who wish to attend the physical shareholders' meeting in person should revoke their registration in the same manner as their initial registration at least two days before the meeting. If the revocation is made after the deadline, the shareholder can only participate via video conference. Therefore, the eleventh item is added. 5.Referring to the regulations stipulated in the Ministry of Economic Affairs' letters with reference numbers Jing-Shang-Zi- 10102404740 and Jing-Shang-Zi- 10102414350, shareholders who exercise their voting rights electronically without revoking their expression of intent are not allowed to propose amendments to the original agenda items nor exercise their voting rights again. However, on the day of the shareholders' meeting, they can still attend the meeting and propose ad hoc motions, as well as exercise their voting rights. Considering that both written and electronic voting are ways for shareholders to exercise their rights, and to ensure fairness, the principles applied to electronic voting should also be applied to written voting to safeguard shareholders' interests. Therefore, the twelfth item is added to clarify that shareholders who have exercised their voting rights in writing or electronically, without revoking their expression of intent, can still register to participate via video conference. However, they are not allowedto vote on the original agenda

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		announces the end of voting, and any votes submitted after the deadline shall be considered abstentions. For virtual meetings, the vote counting shall be conducted once the chairman announces the end of voting, and the voting and election results shall be announced. When the company holds a video-assisted shareholders'meeting, shareholders who have registered to attend the meeting via video conference, but wish to attend the physical meeting in person, should revoke their registration at least two days before the meeting in the same manner as the initial registration. If the revocation is made after the deadline, they can only attend the meeting via video conference. Shareholders who have exercised their voting rights by written or electronic means and participate in the shareholders'meeting via video conference shall not vote again on the original proposal or propose amendments to the original proposal, except for ad hoc resolutions.		items or their amendments, except for ad hoc motions, which they can propose and vote on.
15		The decisions made at the shareholders' meeting shall be recorded in the minutes, which shall be signed or stamped by the chairman. The minutes shall be distributed to the shareholders within twenty days after the meeting. The production and distribution of the minutes may be done electronically. The distribution of the minutes as mentioned in the preceding paragraph may be made through announcements on the MOPS (PIOS). The minutes should accurately record the year, month, day, venue of the meeting, the name of the chairman, the method of decision-making, the essential details of the proceedings, and the voting results (including the statistical figures). In the case of an election of directors, the voting rights of each candidate should be disclosed. The minutes shall be permanently preserved during the existence of the company. In the case of a shareholders'meeting held via video conference, in addition to the matters required to be recorded as specified in the preceding paragraph, the minutes should also include the starting and ending time of the meeting, the method of convening the meeting, the names of the chairman and the recorder, and the handling procedures and situations in the event of platform or participation difficulties due to natural disasters, incidents, or other force majeure circumstances. When the company holds a video shareholders'meeting, in addition to complying with the provisions of the preceding paragraph, the minutes should also specify alternative measures provided to shareholders who have difficulties participating via video conference.	The decisions made at the shareholders' meeting shall be recorded in the minutes, which shall be signed or stamped by the chairman. The minutes shall be distributed to the shareholders within twenty days after the meeting. The production and distribution of the minutes may be done electronically. The distribution of the minutes as mentioned in the preceding paragraph may be made through announcements on the MOPS (PIOS). The minutes should accurately record the year, month, day, venue of the meeting, the name of the chairman, the method of decision-making, the essential details of the proceedings, and the voting results (including the statistical figures). In the case of an election of directors, the voting rights of each candidate should be disclosed. The minutes shall be permanently preserved during the existence of the company.	1.The first to third items remain unchanged. 2.In order to facilitate shareholders' understanding of the results of video conference meetings, alternative measures for shareholders with digital disparities, and the handling procedures and situations in the event of network interruptions, it is required that when preparing the minutes of the shareholders' meeting, in addition to the matters to be recorded as stipulated in the third item, the starting and ending time of the meeting, the method of convening the meeting, the names of the chairman and the recorder, and the handling procedures and situations in the event of network interruptions or difficulties in participating via video conference due to natural disasters, emergencies, or other force majeure events should also be recorded. Therefore, the fourth item is added. 3.If a video conference shareholders' meeting is convened, it is necessary to specify in the meeting notice the appropriate alternative measures provided to shareholders who have difficulties participating via video conference. Therefore, it is specified that such alternative measures provided to shareholders with digital disparities should be recorded in the minutes. Therefore,thefifth item isadded.
		alternative measu
		participating via
16		The number of shares solicited, the number of shares represented by proxy agents, andthe number of shares represented by shareholders attending in writing or electronicallyshall be compiled into a statistical table in the specified format by the company on the day of the shareholders' meeting for clear display within the meeting venue.In the case of a shareholders'meeting held via video conference, the company should upload the aforementioned information to the video conferencing platform at least thirty minutes before the meeting begins and continue to disclose it until the meeting ends. When announcing the start of the shareholders'meeting during a video conference, the total number of shares held by attending shareholders should be disclosed on the video conferencing platform. If there are additional statistics on the total number of shares held by attending shareholders and the voting rights during the meeting, the same disclosure applies. If the decisions made at the shareholders' meeting involve significant information as stipulated by laws and regulations or the Taiwan Stock Exchange Corporation's regulations, the company shall transmit the content to the MOPS within the specified timeframe.	The number of shares solicited, the number of shares represented by proxy agents shall be compiled into a statistical table in the specified format by the company on the day of the shareholders' meeting for clear display within the meeting venue. If the decisions made at the shareholders' meeting involve significant information as stipulated by laws and regulations or the Taiwan Stock Exchange Corporation's regulations, the company shall transmit the content to the MOPS within the specified timeframe.	1.In order to enable shareholders to know the number of shares obtained by solicitors and the number of shares represented by appointed agents, as well as the number of shares attending through written or electronic means, the company should clearly disclose this information at the shareholders' meeting venue. If the company convenes a video conference meeting, it should upload this information to the shareholders' meeting video conference platform. Therefore, the first item is amended. 2.In order for shareholders participating in the video conference shareholders' meeting to simultaneously know whether the total number of shares attending meets the quorum requirement, it is specified that the company should disclose the total number of shares attending on the video conference platform when announcing the commencement of the meeting. If there are subsequent updates on the total number of shares attending and the voting rights, they should also be disclosed on the video conference platform. Therefore, the second item is added.
19		In the case of a shareholders'meeting held via video conference, the company should promptly disclose the voting results and election results of each agenda item on the video conferencing platform after the voting is completed. The disclosure should continue for at least fifteen minutes after the chairman announces the adjournment.	These rules shall come into effect upon the approval of the shareholders' meeting and shall be amended as well.	1.This article is newly added. 2. In order for shareholders participating in the video conference shareholders' meeting to be promptly informed of the voting results on each agenda item and the election results, and to ensure sufficient disclosure of information, this article is added.
20		When the company holds a video shareholders'meeting, the chairman and the recorder should be at the same location within the country. The chairman should announce the address of that location at the beginning of the meeting.	These Rules were re-established on May 18, 2021. The first amendment was made on June 8, 2022.	1.This article is newly added. 2. In the case of a shareholders' meeting conducted via video conference without a physical meeting venue, the chairman and the recorder should be located at the same location within the country. Additionally, in order to inform shareholders of the location of the chairman, the chairman should announce the address of their location at the commencement of the meeting. Therefore, this provision is added.
21		In the case of a shareholders'meeting held via video conference, the company may provide shareholders with a simple connection test before the meeting and provide relevant services in real-time during		1.This article is newly added. 2.In order to reduce communication issues duringvideo conference meetings,

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		the meeting to assist in addressing communication technology issues. If a video conference shareholders'meeting experiences an obstacle on the video conferencing platform or in participation via video conference due to force majeure, such as a natural disaster or unforeseen circumstances, for a continuous period of at least 30 minutes before the chairman announces the adjournment, the meeting should be postponed or continued within five days. The provisions of Article 182 of the Company Law do not apply in this case. Shareholders who did not register to participate via video conference in the original shareholders'meeting are not allowed to participate in the postponed or continued meeting. For shareholders who registered to participate via video conference in the original shareholders'meeting and completed the check-in process but did not participate in the postponed or continued meeting, their shares, exercised voting rights, and election rights in the original shareholders'meeting should be counted towards the total shares, voting rights, and election rights of the shareholders attending the postponed or continued meeting. During the postponed or continued meeting of the shareholders' meeting in accordance with the provisions of the second paragraph, no further discussion or resolution is required for agenda items that have completed voting, vote counting, and the announcement of voting results or the list of elected directors or supervisors. In the event that a video-assisted shareholders'meeting cannot continue as stated in the second paragraph, if the total shares represented at the meeting, excluding those represented via video conference, still meet the statutory quorum for the shareholders' meeting, the meeting should proceed without being postponed or continued as specified in the second paragraph. For shareholders participating in the meeting via video conference in the case mentioned in the preceding paragraph, their shares should be counted towards the total shares represented at the meeting. However, they are deemed to have abstained from voting on all agenda items in that shareholders'meeting. When the company postpones or continues a meeting in accordance with the provisions of the second paragraph, it should follow the relevant pre-operation procedures specified in Article 44-2, paragraph 20, and Article 44-5, paragraph 7 of the Guidelines for Handling Stock Affairs of Public Companies. The company should also follow the provisions of the latter article, Article 44-15, and Article 44-17, paragraph 1 of the same guidelines regarding the period for using proxy rules for attending shareholders'meetings, and carry out the necessary procedures in relation to the postponed or continued meeting according to the specified date of the shareholders'meeting.		reference can be made to international practices where connection tests can be provided before the meeting and relevant services can be provided in real-time before and during the meeting to assist in resolving technical communication problems. Therefore, the first item is amended. 3.When a company convenes a video conference shareholders' meeting, if there is a persistent network issue that cannot be resolved for a continuous period of 30 minutes or more due to natural disasters, emergencies, or other force majeure events, the company should schedule a new meeting or continue the adjourned meeting within five days, and the requirement in Article 182 of the Company Law that such decision must be made by a resolution of the shareholders' meeting does not apply. It should be noted that individual intentional or negligent actions of the company, the video conference platform, shareholders, solicitors, or appointed agents that result in the inability to convene or participate in the video conference are not covered by this article. Therefore, the second item is added. 4.When the circumstances specified in the second item require a postponement or continuation of the meeting, shareholders (including solicitors and appointed agents) who did not register to participate via video conference in the original shareholders' meeting are not allowed to participate in the postponed or continued meeting, in accordance with the provisions of Article 44-20, Paragraph 2 of the Guidelines for the Handling of Stock Affairs by Public Companies. However, in the case of a video-assisted shareholders' meeting, shareholders who originally participated in the physical shareholders' meeting may continue to participate in the postponed or continued meeting in person, with an explanation provided. Therefore, the third item is added. 5.When the circumstances specified in the second item require a postponement or continuation of the meeting, shareholders (including solicitors and appointed agents) who registered to participate via video conference in the original shareholders' meeting and completed the registration process but did not participate in the postponed or continued meeting are considered as having attended the meeting in terms of their shareholdings, exercised voting rights, and election rights, and these numbers should be included in the total number of shares present, voting rights, and election rights of the shareholders attending the postponed or continued meeting, in accordance with the provisions of the fourth paragraph of Article 44-20 of the Guidelines for the Handling of Stock Affairs by Public Companies. Therefore, the fourth item is added. 6.In the case of a continuation of the meeting or a postponed meeting due to communication issues, the voting and vote counting on the previous agenda items, as well as the announcement of the voting results or the list of elected directors and supervisors, can be considered as completed resolutions and are not required to be discussed or resolved again, in order to reduce the meeting time and costs of the continued meeting. Therefore, the fifth item is added. 7.Considering that both physical and video-assisted shareholders' meetings may be taking place simultaneously, if there is an obstacle in the video conference platform or in participating via video conference due to force majeure events and there is still a sufficient total number of shares present after deducting the shares attending via video conference, the shareholders' meeting should proceed without the need for a postponement or continuation of the meeting as specified in the second item. Therefore, the sixth item is added. 8.In the event specified in the second item where the meeting should proceed without a postponement or continuation, according to Article 44-20, Paragraph 5, Subparagraph 2 of the Guidelines for the Handling ofStock Affairs byPublic

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				Companies, shareholders (including solicitors and appointed agents) participating via video conference should have their attendance counted as part of the total shares present at the shareholders' meeting. However, for all agenda items at that meeting, their votes should be considered as abstentions. Therefore, the seventh item is added. 9.Considering that the postponement or continuation of the meeting due to a network interruption is equivalent to the original shareholders' meeting, there is no need to repeat the pre-meeting preparations specified in Article 44-20, Paragraph 7 of the Guidelines for the Handling of Stock Affairs by Public Companies. Therefore, the eighth item is added. 10.Furthermore, in the case of a postponed video conference shareholders' meeting, the requirements for disclosure on the day of the shareholders' meeting as stipulated in the provisions of Article 12, Paragraph 2 (second part) and Article 13, Paragraph 3 of the Rules Governing the Use of Proxy for Attending Shareholders' Meetings of Public Companies, Article 44-5, Paragraph 2, Article 44-15, and Article 44-17, Paragraph 1 of the Guidelines for the Handling of Stock Affairs by Public Companies still need to be disclosed again to the shareholders on the day of the postponed or continued meeting. Therefore, the ninth item is added.
22		When the company convenes a video shareholder meeting, it should provide appropriate alternative measures for shareholders who have difficulties attending the meeting via video. Except for the circumstances specified in Article 44-9, Paragraph 6 of the Guidelines for Shareholder Services of Publicly Issued Stock Companies, at least shareholder connectivity equipment and necessary assistance should be provided, and the period and other relevant matters for shareholders to apply to the company should be stated.		1.This article is newly added. 2.When the company holds a virtual shareholders' meeting, considering that shareholders with digital disparity may face difficulties in participating via video conferencing, appropriate alternative measures should be provided to shareholders, such as allowing them to exercise voting rights through written means or providing necessary equipment for shareholders to borrow and participate in the meeting.
23		These rules shall be implemented after being passed by the shareholder meeting, and the same shall apply to amendments.		In accordance with the amendments to this article, the order of articles is adjusted.
24		These rules were reestablished on May 18, 2021. The first amendment was made on June 8, 2022. The second amendment was made on June 7, 2023.		The second revision date is added.

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Table 2

Rules of Procedure for Shareholder Meetings (after amendments)

Article 1:

In order to establish a good corporate governance system, enhance supervisory functions, and strengthen management capabilities, this rule is established in accordance with the Corporate Governance Best Practice Principles for Listed and OTC Companies for compliance purposes.

Article 2:

Unless otherwise specified by laws or the articles of incorporation, the rules stipulated in this rule shall apply to the proceedings of the company's shareholders' meetings.

Article 3:

Except as otherwise provided by laws, the company's shareholders' meetings shall be convened by the board of directors. Shareholders' meetings held by the company through video conferences, unless otherwise provided by the Guidelines for Handling Stock Affairs of Publicly Issued Companies, shall be stipulated in the articles of incorporation, decided by the board of directors, and resolutions of the video shareholders' meetings shall be implemented with the attendance of two-thirds or more of the directors and the approval of a majority of the attending directors.

Any changes to the method of convening the company's shareholders' meetings shall be decided by the board of directors and shall be made no later than the issuance of the meeting notice.

The company shall, thirty days before the regular shareholders' meeting or fifteen days before the extraordinary shareholders' meeting, transmit the electronic files of the meeting notice, proxy form, relevant recognition cases, discussion items, election or dismissal of directors, and other proposals to the MOPS. The company shall also transmit the shareholders' meeting manual and supplementary meeting materials to the MOPS twenty-one days before the regular shareholders' meeting or fifteen days before the extraordinary shareholders' meeting. However, if the company's paid-in capital as of the end of the most recent fiscal year exceeds NT$10 billion or the combined foreign and mainland Chinese shareholding ratio listed on the shareholder register for the most recent fiscal year reaches 30% or more, the electronic files shall be transmitted thirty days before the regular shareholders' meeting. The agenda and explanatory materials for the next shareholders' meeting shall be prepared and made available for shareholders to consult at any time and displayed at the company and the appointed professional stock agency before the shareholders' meeting fifteen days in advance.

The shareholders' manual and supplementary meeting materials mentioned above shall be provided to the shareholders for reference on the day of the shareholders' meeting in the following ways:

1. In the case of a physical shareholders' meeting, they shall be distributed at the meeting venue.

2. In the case of a video-assisted shareholders' meeting, they shall be distributed at the meeting venue and transmitted as electronic files to the video conference platform.

3. In the case of a video shareholders' meeting, they shall be transmitted as electronic files to the video conference platform.

The notice and announcement shall state the purpose of the meeting, and if agreed upon by the relevant parties, the notice may be given electronically.

The election or dismissal of directors, amendment of the articles of incorporation, reduction of capital, application for suspension of public issuance, permission for directors' non-competition, capitalization of retained earnings, capitalization of surplus, company dissolution, merger, division, matters under Article 185, Paragraph 1 of the Company Act, Article 26-1 and Article 43-6 of the Securities Exchange Act, Article 56-1 and Article 60-2 of the Guidelines for Handling the Offering and Issuance of Securities by Issuers, shall be listed and explained in the meeting notice, and may not be proposed as

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temporary resolutions.

The purpose of convening the shareholders' meeting is explicitly stated as a comprehensive election of directors, including the specified date of assumption of office. After the completion of the director election at the shareholders' meeting, the date of assumption of office cannot be changed through ad hoc motions or any other means during the same meeting.

Shareholders holding more than one percent of the total issued shares may submit proposals for the shareholders' general meeting to the company, limited to one proposal. Proposals exceeding this limit will not be included in the agenda. Furthermore, if a proposal submitted by a shareholder falls under any of the provisions of Article 172-1, Paragraph 4 of the Company Law, the board of directors may exclude it from the agenda. Shareholders may submit proposal(s) to urge the company to enhance public interest or fulfill social responsibilities, subject to the relevant provisions of Article 172-1 of the Company Law, with a limit of one proposal. Proposals exceeding one item will not be included in the agenda.

Prior to the convening of the shareholders' general meeting, the company shall announce the acceptance of shareholders' proposals, the methods of written submission, the place of submission, and the acceptance period. The acceptance period shall not be less than ten days.

Shareholders' proposals shall be limited to three hundred words, and if they exceed this limit, the proposal will not be included in the agenda. The proposing shareholder should attend the shareholders' general meeting in person or appoint someone else to attend and participate in the discussion of the proposal.

Before the shareholders' meeting notice is sent, the company shall inform the proposing shareholders of the handling results and include the proposals that comply with the provisions of this article in the meeting notice. The board of directors shall explain the reasons for proposals that are not included in the agenda at the shareholders' meeting.

Article 4

Shareholders may issue a proxy form issued by the company for each shareholders' meeting, stating the authorized scope and the appointed proxy to attend the shareholders' meeting.

Each shareholder may issue only one proxy form and appoint only one person as a proxy. The proxy form shall be delivered to the company at least five days before the shareholders' meeting. In case of duplicate proxy forms, the one that is delivered first shall prevail. However, a shareholder who declares the revocation of a previously issued proxy form is not subject to this deadline.

After the proxy form is delivered to the company, if a shareholder wishes to attend the shareholders' meeting in person or exercise voting rights in writing or electronically, a notice to revoke the proxy form shall be submitted to the company in writing at least two days before the shareholders' meeting. In case of late revocation, the proxy appointed by the shareholder shall exercise the voting rights on their behalf.

After the proxy form is delivered to the company, if a shareholder wishes to attend the shareholders' meeting via video conferencing, a notice to revoke the proxy form shall be submitted to the company in writing at least two days before the shareholders' meeting. In case of late revocation, the proxy appointed by the shareholder shall exercise the voting rights on their behalf.

Article 5:

The venue for convening the shareholders' meeting shall be at the company's registered office or a location convenient for shareholders to attend and suitable for the shareholders' meeting. The meeting

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start time shall not be earlier than 9 a.m. or later than 3 p.m. The choice of venue and time shall take into full consideration the opinions of independent directors.

When the company convenes a video shareholders' meeting, it is not restricted by the aforementioned venue requirements.

Article 6:

The company shall include in the meeting notice the registration time, registration location, and other matters to be noted for shareholders to report their attendance.

The registration time for shareholders to report their attendance shall be at least 30 minutes before the meeting starts. The registration location shall be clearly marked and staffed by appropriate personnel. For video conference shareholders' meetings, registration shall be accepted on the video conference platform 30 minutes before the meeting starts. Shareholders who have completed the registration shall be deemed to be personally present at the shareholders' meeting.

Shareholders shall attend the shareholders' meeting with an attendance certificate, attendance sign-in card, or other attendance documents. The company shall not arbitrarily require additional proof of attendance from shareholders based on the submitted attendance documents. If the attendee is a person soliciting proxies, they shall bring identification documents for verification.

The company shall provide a sign-in book for shareholders to sign or accept attendance sign-in cards from attending shareholders. The company shall provide the meeting manual, annual report, attendance certificate, speech notes, voting slips, and other meeting materials to the attending shareholders. In the case of director elections, election ballots shall be provided separately.

When a government agency or a juristic person is a shareholder, the representative attending the shareholders' meeting is not limited to one person. When a juristic person is authorized to attend the shareholders' meeting, only one person shall be appointed as a representative.

For video shareholders' meetings, shareholders who wish to attend via video conferencing shall register with the company at least two days before the shareholders' meeting.

For video shareholders' meetings, the company shall upload the meeting manual, annual report, and other relevant documents to the video conference platform at least 30 minutes before the meeting starts and continue to disclose them until the meeting ends.

Article 6-1

When the company convenes a video shareholders' meeting, the meeting notice shall include the following:

1. Methods for shareholders to participate in the video conference and exercise their rights.

2. Handling procedures in case of natural disasters, incidents, or other force majeure events that cause obstacles to the video conference platform or participation via video conferencing, including at least the following:

(1) If the obstacles cannot be resolved before the scheduled meeting time and the meeting needs to be postponed or continued, the new meeting date shall be determined.

(2) Shareholders who were not registered for video participation in the original shareholders' meeting shall not be allowed to participate in the postponed or continued meeting.

(3) In the case of a video-assisted shareholders' meeting, if the video conference cannot continue, and after deducting the attending shareholders who participated via video conferencing, the total number of attending shares meets the statutory quorum for the shareholders' meeting, the shareholders' meeting

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shall continue, and the attending shareholders who participate via video conferencing shall be counted towards the total number of attending shares. They shall be considered as abstaining from all the resolutions of that shareholders' meeting.

(4) Procedures in case all resolutions have been announced and no temporary resolutions have been proposed.

1. In the case of a video shareholders' meeting, appropriate alternative measures provided by the company for shareholders who have difficulties participating via video conferencing shall be specified. Except in cases stipulated in Article 44-9, Paragraph 6 of the Guidelines for Handling Stock Affairs of Publicly Issued Companies, the company shall provide at least the necessary equipment and assistance for shareholders to connect, and specify the period during which shareholders may apply to the company and other relevant matters to be noted.

Article 7:

If the shareholders' meeting is convened by the board of directors, the chairman shall be the chairman of the board. In the absence or inability of the chairman of the board to perform his/her duties, the vice chairman shall act as the chairman. If there is no vice chairman or the vice chairman is also absent or unable to perform his/her duties, the chairman shall designate one executive director to act as the chairman. If there is no executive director, the chairman shall designate one director, and if the chairman fails to designate a proxy, one executive director or director shall be selected by mutual consent among the directors.

The chairman mentioned in the preceding paragraph shall be an executive director or acting director who has served for more than six months and has a good understanding of the company's financial and business conditions. The same applies if the chairman is the representative of a juristic person director. For shareholders' meetings convened by the board of directors, the chairman should personally preside over the meeting, and at least one director representing a majority of the board of directors and one representative of each functional committee of the board of directors should attend the meeting. The attendance should be recorded in the minutes of the shareholders' meeting.

If the shareholders' meeting is convened by a person other than the board of directors, the chairman shall be the person who convened the meeting. If there are two or more persons who convened the meeting, they should mutually appoint one person as the chairman.

The company may appoint appointed lawyers, accountants, or relevant personnel to attend the shareholders' meeting.

Article 8 :

The company shall record and continuously record the entire process of shareholder registration, meeting proceedings, and voting counting from the start of shareholder registration.

The audiovisual materials in the preceding paragraph should be kept for at least one year. However, if a shareholder files a lawsuit under Article 189 of the Company Law, they should be kept until the lawsuit is concluded.

If the shareholders' meeting is held via video conference, the company shall record and continuously record the registration, registration, attendance, questioning, voting, and vote counting of shareholders. The company shall also record the entire video conference without interruption.

The company shall properly preserve the above data and recordings during the retention period and provide the recordings to the entrusted party responsible for video conference affairs.

If the shareholders' meeting is held via video conference, the company should also record the backstage

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operation interface of the video conference platform.

Article 9:

Shareholders' attendance at the shareholders' meeting should be based on their shareholdings. The number of shares in attendance shall be calculated based on the sign-in book or submitted sign-in cards and the number of shares reported on the video conference platform, including the shares exercised by written or electronic voting.

When the scheduled meeting time arrives, the chairman shall promptly announce the start of the meeting. However, if the number of attending shareholders representing more than half of the total issued shares is not reached, the chairman may announce a postponement of the meeting. The meeting can be postponed up to two times, with a total postponement time not exceeding one hour. If the attendance of shareholders representing more than one-third of the total issued shares is still insufficient after the two postponements, the chairman shall announce the adjournment of the meeting. If the shareholders' meeting is held via video conference, the company shall also announce the adjournment on the video conference platform.

If, after two postponements, the attendance is still insufficient but the attendance of shareholders representing more than one-third of the total issued shares is reached, a fictitious resolution may be made in accordance with Article 175, Paragraph 1 of the Company Law, and the fictitious resolution shall be notified to all shareholders to convene another shareholders' meeting within one month. If the shareholders' meeting is held via video conference, shareholders who wish to attend via video conference should register with the company again in accordance with Article 6.

Before the end of the current meeting, if the attendance representing more than half of the total issued shares is reached, the chairman may submit the fictitious resolution made and request a vote at the shareholders' meeting in accordance with Article 174 of the Company Law.

Article 10:

If the shareholders' meeting is convened by the board of directors, the agenda shall be determined by the board of directors. All relevant proposals (including ad hoc resolutions and amendments to original proposals) shall be voted on separately, and the meeting shall proceed according to the scheduled agenda, which cannot be changed without the resolution of the shareholders' meeting. The same applies if the shareholders' meeting is convened by a person other than the board of directors. The agenda determined in the preceding two paragraphs cannot be adjourned without a resolution. If the chairman violates the rules of procedure and adjourns the meeting, the other members of the board of directors should promptly assist the attending shareholders in accordance with the legal procedures to elect a new chairman with the consent of the majority of the voting rights of the attending shareholders and continue the meeting.

The chairman should provide sufficient explanation and discussion opportunities for the proposals, amendments, or ad hoc resolutions submitted by the shareholders. When the chairman deems that sufficient discussion has been conducted, he/she may announce the end of the discussion, call for a vote, and arrange an appropriate voting time.

Article 11:

Before shareholders speak, they must fill out a speech slip stating the main points of their speech, shareholder account number (or attendance certificate number), and account name. The chairman determines the order of speeches.

If a shareholder only submits a speech slip but does not speak, it is considered as not speaking. If the content of the speech deviates from what is stated on the speech slip, the content of the speech shall prevail.

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For the same agenda item, each shareholder's speech shall not exceed two times without the chairman's consent, and each speech shall not exceed five minutes. However, the chairman may prohibit a shareholder from speaking if the speech violates the rules or goes beyond the scope of the agenda.

While a shareholder is speaking, other shareholders shall not speak or disrupt without the consent of the chairman and the speaking shareholder. The chairman should intervene if there is a violation.

When a juristic person shareholder appoints more than two representatives to attend the shareholders' meeting, only one person may speak on the same agenda item. After a shareholder speaks, the chairman may personally respond or designate relevant personnel to respond.

If the shareholders' meeting is held via video conference, shareholders participating via video may ask questions in writing on the video conference platform from the start of the meeting until the adjournment is announced by the chairman. The number of questions for each agenda item shall not exceed two, and each question shall be limited to 200 words. The provisions of paragraphs 1 to 5 do not apply in this case.

If the questions in the preceding paragraph do not violate the rules or go beyond the scope of the agenda, they should be disclosed on the video conference platform for public knowledge.

Article 12:

The voting at the shareholders' meeting shall be based on shareholding as the calculation basis. The shares of shareholders without voting rights shall not be counted towards the total issued shares.

Shareholders who have a personal interest that may harm the company's interests in the matters discussed at the meeting shall not participate in the vote and shall not exercise proxy voting on behalf of other shareholders.

The shares that are not eligible for voting according to the preceding paragraph shall not be counted in the total voting rights of the attending shareholders.

Except for trust enterprises or share registrar agents approved by the competent authority of securities, when a person is entrusted by two or more shareholders, the voting rights exercised by the proxy shall not exceed 3% of the voting rights of the total issued shares. Any excess voting rights shall not be counted.

Article 13:

Each share entitles the shareholder to one voting right, except for those with restrictions or those listed in Article 179, Paragraph 2 of the Company Law, which are not subject to this limitation.

When the company convenes a shareholders' meeting, electronic means and written means may be adopted to exercise voting rights. The method of exercising voting rights by written or electronic means shall be specified in the shareholders' meeting notice. Shareholders who exercise voting rights by written or electronic means shall be deemed as attending the shareholders' meeting in person. However, with respect to ad hoc resolutions and amendments to original proposals at the shareholders' meeting, they shall be deemed as abstaining, so the company should avoid proposing ad hoc resolutions and amendments to original proposals.

Shareholders who exercise voting rights by written or electronic means shall deliver their voting instructions to the company at least two days before the shareholders' meeting. In case of multiple instructions, the earliest one shall prevail. However, a declaration to revoke the previous instructions is

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not subject to this deadline. If a shareholder who has exercised voting rights by written or electronic means wishes to attend the shareholders' meeting in person or via video conference, they should revoke the previous instructions in the same manner as exercising voting rights at least two days before the shareholders' meeting. If the revocation is made after the deadline, the voting rights exercised by written or electronic means shall prevail. If voting rights are exercised by written or electronic means and a proxy is appointed to attend the shareholders' meeting, the voting rights exercised by the proxy's attendance shall prevail. Unless otherwise specified in the Company Law or the company's articles of incorporation, resolutions shall be passed with the approval of the majority of the voting rights of the attending shareholders.

During the voting, the chairman or designated personnel shall announce the total voting rights of the attending shareholders for each agenda item. The shareholders shall then vote on each agenda item, and the results of their agreement, opposition, and abstention shall be entered into the MOPS on the same day as the shareholders' meeting.

In the case where there are amendments or substitute proposals for the same agenda item, the chairman shall determine the voting sequence together with the original proposal. If one of the proposals has been approved, the other proposals shall be deemed rejected and no further voting is necessary.

The chairman shall appoint the scrutineers and vote counters for the voting on resolutions, with the scrutineers being shareholders.

The vote counting and election process for voting or election proposals at the shareholders' meeting shall be conducted openly within the meeting venue, and the results of the voting, including the statistical figures, shall be announced on the spot and recorded after the vote counting is completed.

When the company holds a virtual shareholders' meeting, shareholders participating via video conference should vote on various proposals and election proposals through the video conferencing platform after the chairman announces the start of the meeting. The voting should be completed before the chairman announces the end of voting, and any votes submitted after the deadline shall be considered abstentions.

For virtual meetings, the vote counting shall be conducted once the chairman announces the end of voting, and the voting and election results shall be announced.

When the company holds a video-assisted shareholders' meeting, shareholders who have registered to attend the meeting via video conference, but wish to attend the physical meeting in person, should revoke their registration at least two days before the meeting in the same manner as the initial registration. If the revocation is made after the deadline, they can only attend the meeting via video conference.

Shareholders who have exercised their voting rights by written or electronic means and participate in the shareholders' meeting via video conference shall not vote again on the original proposal or propose amendments to the original proposal, except for ad hoc resolutions.

Article 14:

When there is an election of directors at the shareholders' meeting, it shall be conducted in accordance with the relevant regulations set by the company. The election results, including the list of elected directors and their voting rights, as well as the list of unsuccessful candidates and their election votes, shall be announced on the spot.

The election ballots for the election items specified in the preceding paragraph shall be properly kept and retained for at least one year. However, if shareholders file a lawsuit in accordance with Article 189

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of the Company Law, they shall be kept until the lawsuit is concluded.

Article 15:

The decisions made at the shareholders' meeting shall be recorded in the minutes, which shall be signed or stamped by the chairman. The minutes shall be distributed to the shareholders within twenty days after the meeting. The production and distribution of the minutes may be done electronically.

The distribution of the minutes as mentioned in the preceding paragraph may be made through announcements on the MOPS (PIOS). The minutes should accurately record the year, month, day, venue of the meeting, the name of the chairman, the method of decision-making, the essential details of the proceedings, and the voting results (including the statistical figures). In the case of an election of directors, the voting rights of each candidate should be disclosed. The minutes shall be permanently preserved during the existence of the company.

In the case of a shareholders' meeting held via video conference, in addition to the matters required to be recorded as specified in the preceding paragraph, the minutes should also include the starting and ending time of the meeting, the method of convening the meeting, the names of the chairman and the recorder, and the handling procedures and situations in the event of platform or participation difficulties due to natural disasters, incidents, or other force majeure circumstances. When the company holds a video shareholders' meeting, in addition to complying with the provisions of the preceding paragraph, the minutes should also specify alternative measures provided to shareholders who have difficulties participating via video conference.

Article 16:

The number of shares solicited, the number of shares represented by proxy agents, and the number of shares represented by shareholders attending in writing or electronically shall be compiled into a statistical table in the specified format by the company on the day of the shareholders' meeting for clear display within the meeting venue. In the case of a shareholders' meeting held via video conference, the company should upload the aforementioned information to the video conferencing platform at least thirty minutes before the meeting begins and continue to disclose it until the meeting ends.

When announcing the start of the shareholders' meeting during a video conference, the total number of shares held by attending shareholders should be disclosed on the video conferencing platform. If there are additional statistics on the total number of shares held by attending shareholders and the voting rights during the meeting, the same disclosure applies.

If the decisions made at the shareholders' meeting involve significant information as stipulated by laws and regulations or the Taiwan Stock Exchange Corporation's regulations, the company shall transmit the content to the MOPS within the specified timeframe.

Article 17:

The personnel handling the shareholders' meeting should wear identification cards or armbands. The chairman may direct monitors or security personnel to assist in maintaining order at the venue. Monitors or security personnel assisting in maintaining order should wear armbands or identification cards indicating "monitor."

If there is a sound amplification system at the venue, the chairman may prohibit shareholders from speaking using equipment not provided by the company.

If a shareholder violates the rules of procedure, refuses to comply with the chairman's correction, and disrupts the progress of the meeting despite being instructed to stop, the chairman may instruct monitors or security personnel to remove the shareholder from the venue.

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Article 18:

During the meeting, the chairman may announce a break at a suitable time. In the event of an irresistible circumstance, the chairman may decide to temporarily suspend the meeting and announce the resumption time based on the situation.

If the scheduled agenda of the shareholders' meeting is not completed before the meeting venue becomes unavailable, the shareholders' meeting may pass a resolution to find an alternative venue to continue the meeting in accordance with the provisions of Article 182 of the Company Law. The shareholders' meeting may also pass a resolution to postpone or continue the meeting within five days.

Article 19:

In the case of a shareholders' meeting held via video conference, the company should promptly disclose the voting results and election results of each agenda item on the video conferencing platform after the voting is completed. The disclosure should continue for at least fifteen minutes after the chairman announces the adjournment.

Article 20:

When the company holds a video shareholders' meeting, the chairman and the recorder should be at the same location within the country. The chairman should announce the address of that location at the beginning of the meeting.

Article 21:

In the case of a shareholders' meeting held via video conference, the company may provide shareholders with a simple connection test before the meeting and provide relevant services in real-time during the meeting to assist in addressing communication technology issues.

If a video conference shareholders' meeting experiences an obstacle on the video conferencing platform or in participation via video conference due to force majeure, such as a natural disaster or unforeseen circumstances, for a continuous period of at least 30 minutes before the chairman announces the adjournment, the meeting should be postponed or continued within five days. The provisions of Article 182 of the Company Law do not apply in this case.

Shareholders who did not register to participate via video conference in the original shareholders' meeting are not allowed to participate in the postponed or continued meeting.

For shareholders who registered to participate via video conference in the original shareholders' meeting and completed the check-in process but did not participate in the postponed or continued meeting, their shares, exercised voting rights, and election rights in the original shareholders' meeting should be counted towards the total shares, voting rights, and election rights of the shareholders attending the postponed or continued meeting.

During the postponed or continued meeting of the shareholders' meeting in accordance with the provisions of the second paragraph, no further discussion or resolution is required for agenda items that have completed voting, vote counting, and the announcement of voting results or the list of elected directors or supervisors.

In the event that a video-assisted shareholders' meeting cannot continue as stated in the second paragraph, if the total shares represented at the meeting, excluding those represented via video conference, still meet the statutory quorum for the shareholders' meeting, the meeting should proceed without being postponed or continued as specified in the second paragraph.

For shareholders participating in the meeting via video conference in the case mentioned in the preceding paragraph, their shares should be counted towards the total shares represented at the meeting.

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However, they are deemed to have abstained from voting on all agenda items in that shareholders' meeting.

When the company postpones or continues a meeting in accordance with the provisions of the second paragraph, it should follow the relevant pre-operation procedures specified in Article 44-2, paragraph 20, and Article 44-5, paragraph 7 of the Guidelines for Handling Stock Affairs of Public Companies. The company should also follow the provisions of the latter article, Article 44-15, and Article 44-17, paragraph 1 of the same guidelines regarding the period for using proxy rules for attending shareholders' meetings, and carry out the necessary procedures in relation to the postponed or continued meeting according to the specified date of the shareholders' meeting.

Article 22:

When the company convenes a video shareholder meeting, it should provide appropriate alternative measures for shareholders who have difficulties attending the meeting via video. Except for the circumstances specified in Article 44-9, Paragraph 6 of the Guidelines for Shareholder Services of Publicly Issued Stock Companies, at least shareholder connectivity equipment and necessary assistance should be provided, and the period and other relevant matters for shareholders to apply to the company should be stated.

Article 23:

These rules shall be implemented after being passed by the shareholder meeting, and the same shall apply to amendments.

Article 24:

These rules were reestablished on May 18, 2021. The first amendment was made on June 8, 2022. The second amendment was made on June 7, 2023.

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Table 3

Table 3
	Comparison of the「Procedures for acquiring or disposing of assets」
Art.	Before		**After **	Remark
4.	When this company acquires or disposes of real estate, equipment, or right-to-use assets, the following provisions shall apply. 1. Except for the following situations where the transaction amount reaches 20% of the company's paid-in capital or NT$300 million or more: (1).Transactions with domestic government agencies. (2).Self-development. (3).Land leasing and development. (4).Acquisition or disposal of equipment or right-to- use assets for operational use. 2. Prior to the occurrence of the transaction, a professional appraisal report should be obtained if required. Furthermore. 3.The following provisions must be complied with: (1)When a transaction needs to be based on a limited price, specific price, or special price due to special reasons, the transaction must be approved by the board of directors. Any subsequent changes to the transaction conditions must also follow this requirement. (2)When the transaction amount reaches NT$1 billion or more, the opinion of two or more professional appraisers should be sought. (3)If the appraisal results from the professional appraisers meet any of the following conditions, except when the appraisal results for asset acquisition are consistently higher than the transaction amount or for asset disposal are consistently lower than the transaction amount, an accountant should be consulted to provide specific opinions on the reasons for the discrepancies and the reasonableness of the transaction price: a. The discrepancy between the appraisal results and the transaction amount exceeds 20% of the transaction amount. b. The discrepancy between the appraisal results of two or more professional appraisers exceeds 10% of the transaction amount. (4)The date of the professional appraisal report should not exceed three months from the date of its issuance. However, if the same period's publicized present value is applicable and does not exceed six months, an opinion letter can be obtained from the professional appraiser. The term "professional appraiser" in paragraph 1 refers to a real estate appraiser or any other person legally authorized to engage in real estate or equipment appraisal business.		When this company acquires or disposes of real estate, equipment, or right-to-use assets, the following provisions shall apply. 1. Except for the following situations where the transaction amount reaches 20% of the company's paid-in capital or NT$300 million or more: (1).Transactions with domestic government agencies. (2).Self-development. (3).Land leasing and development. (4).Acquisition or disposal of equipment or right-to- use assets for operational use. 2. Prior to the occurrence of the transaction, a professional appraisal report should be obtained if required. Furthermore. 3.The following provisions must be complied with: (1)When a transaction needs to be based on a limited price, specific price, or special price due to special reasons, the transaction must be approved by the board of directors. Any subsequent changes to the transaction conditions must also follow this requirement. (2)When the transaction amount reaches NT$1 billion or more, the opinion of two or more professional appraisers should be sought. (3)If the appraisal results from the professional appraisers meet any of the following conditions, except when the appraisal results for asset acquisition are consistently higher than the transaction amount or for asset disposal are consistently lower than the transaction amount, an accountant should be consulted to handle the matter ~~in accordance with the 20th bulletin of the "Auditing~~ ~~Standards" published by the Accounting Research~~ ~~and Development Foundation of the Republic of~~ ~~China (hereinafter referred to as the Foundation).~~ The accountant should provide specific opinions on the reasons for the differences and the reasonableness of the transaction prices. a. The discrepancy between the appraisal results and the transaction amount exceeds 20% of the transaction amount. b. The discrepancy between the appraisal results of two or more professional appraisers exceeds 10% of the transaction amount. (4)The date of the professional appraisal report should not exceed three months from the date of its issuance. However, if the same period's publicized present value is applicable and does not exceed six months, an opinion letter can be obtained from the professional appraiser. The term "professional appraiser" in paragraph 1 refers to a real estate appraiser or any other person legally authorized to engage in real estate or equipment appraisalbusiness.	Considering that Article 45 of our company has been amended to include the requirement for external experts to provide opinion letters in accordance with the self- disciplinary regulations of their respective professional associations, which already cover the procedures for accountants to issue opinion letters, the wording stating that accountants should follow the provisions of the 20th bulletin of the "Auditing Standards" issued by the Accounting Research and Development Foundation of the Republic of China is deleted from the third clause of the first paragraph.
5.	When this company acquires or disposes of marketable securities, the accounting department should obtain the most recent financial statements of the target company, audited or reviewed by certified public accountants, prior to the occurrence of the transaction as a reference for evaluating the transaction price. Except for the following situations, when the transaction amount reaches 20% of the company's paid-in capital or NT$300 million or more, the accounting department should consult with accountants prior to the occurrence of the transaction to obtain their opinion on the reasonableness of the transaction price: 1.The marketable securities have publicly quoted market prices. 2.The Financial Supervisory Commission (FSC) has other regulations.		When this company acquires or disposes of marketable securities, the accounting department should obtain the most recent financial statements of the target company, audited or reviewed by certified public accountants, prior to the occurrence of the transaction as a reference for evaluating the transaction price. ~~If the accountant needs to use an~~ ~~expert report, they should follow the provisions of~~ ~~the 20th bulletin of the "Auditing Standards"~~ ~~published by the Accounting Research and~~ ~~Development Foundation.~~ Except for the following situations, when the transaction amount reaches 20% of the company's paid-in capital or NT$300 million or more, the accounting department should consult with accountants prior to the occurrence of the transaction to obtain their opinion on the reasonableness of the transaction price: 1.The marketable securities have publicly quoted market prices.	The reason for the amendment is the same as explained in Article 4.

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				2.The Financial Supervisory Commission (FSC) has other regulations.
6.		When this company acquires or disposes of membership certificates or intangible assets, if the transaction amount reaches 20% of the company's paid-in capital or NT$300 million or more, except for transactions with government agencies, the accounting department should consult with accountants prior to the occurrence of the transaction to obtain their opinion on the reasonableness of the transaction price.		When this company acquires or disposes of membership certificates or intangible assets, if the transaction amount reaches 20% of the company's paid-in capital or NT$300 million or more, except for transactions with government agencies, the accounting department should consult with accountants prior to the occurrence of the transaction to obtain their opinion on the reasonableness of the transaction price. ~~The accountant should also~~ ~~comply with the provisions of the 20th bulletin of~~ ~~the "Auditing Standards" issued by the Accounting~~ ~~Research and Development Foundation.~~	The reason for the amendment is the same as explained in Article 4.
9.		When this company acquires or disposes of real estate or right-to-use assets from related parties, or acquires or disposes of other assets (excluding government bonds, bonds with repurchase or sell-back conditions, and domestic securities investment trust funds' money market funds) with a transaction amount reaching 20% of the company's paid-in capital, 10% of the total assets, or NT$300 million or more, the handling department should submit the following information to the board of directors' meeting affairs unit after obtaining approval from the audit committee and obtaining approval from the board of directors. Only after these steps can the transaction contract be signed and payment made: 1.The purpose, necessity, and expected benefits of acquiring or disposing of real estate assets. 2.The reasons for selecting a related party as the counterparty. 3.Relevant information on evaluating the reasonableness of the proposed transaction conditions for acquiring real estate or right-to-use assets from related parties, as specified in Section 3 and Section 4. 4.Information regarding the original acquisition date and price, the counterparty, and their relationship with the company and related parties. 5.Cash flow forecasts for each month in the upcoming year starting from the expected contracting month, and an assessment table of the necessity and reasonableness of the transaction and the use of funds. 6.An appraisal report issued by a professional appraiser obtained according to the provisions of the previous section, or an opinion from an accountant. 7.Restrictive conditions and other important provisions related to the transaction. The calculation of the transaction amount in the preceding paragraph should be carried out in accordance with the provisions of Article 46, Paragraph 2, and the term "within one year" refers to the period calculated backward from the occurrence date of the transaction as the base, following the requirements of this guideline, and already approved by the audit committee and theshareholders'meeting or the board of directors' meeting, partially exempted from re-inclusion. In the case of acquiring or disposing of machinery and equipment for operational use between this company and its parent company or subsidiaries, the board of directors may authorize the chairman to make decisions within a certain limit, subject to subsequent confirmation by the most recent board of directors' meeting. For transactions specified in paragraph 1 between this company or its non-domestic publicly traded subsidiary, where the transaction amount reaches 10% or more of the total assets, the company should submit the items listed in paragraph 1 to obtain approval from the shareholders'meeting before signing the transaction contract and making payment. However, this limitation does not apply to transactions between this company and its parent company, subsidiaries, or transactions among their subsidiaries.		When this company acquires or disposes of real estate or right-to-use assets from related parties, or acquires or disposes of other assets (excluding government bonds, bonds with repurchase or sell- back conditions, and domestic securities investment trust funds' money market funds) with a transaction amount reaching 20% of the company's paid-in capital, 10% of the total assets, or NT$300 million or more, the handling department should submit the following information to the board of directors' meeting affairs unit after obtaining approval from the audit committee and obtaining approval from the board of directors. Only after these steps can the transaction contract be signed and payment made: 1.The purpose, necessity, and expected benefits of acquiring or disposing of real estate assets. 2.The reasons for selecting a related party as the counterparty. 3.Relevant information on evaluating the reasonableness of the proposed transaction conditions for acquiring real estate or right-to-use assets from related parties, as specified in Section 3 and Section 4. 4.Information regarding the original acquisition date and price, the counterparty, and their relationship with the company and related parties. 5.Cash flow forecasts for each month in the upcoming year starting from the expected contracting month, and an assessment table of the necessity and reasonableness of the transaction and the use of funds. 6.An appraisal report issued by a professional appraiser obtained according to the provisions of the previous section, or an opinion from an accountant. 7.Restrictive conditions and other important provisions related to the transaction. The calculation of the transaction amount in the preceding paragraph should be carried out in accordance with the provisions of Article 46, Paragraph 2, and the term "within one year" refers to the period calculated backward from the occurrence date of the transaction as the base, following the requirements of this guideline, and already approved by the audit committee and the board of directors' meeting, partially exempted from re-inclusion. In the case of acquiring or disposing of machinery and equipment for operational use between this company and its parent company or subsidiaries, the board of directors may authorize the chairman to make decisions within a certain limit, subject to subsequent confirmation by the most recent board of directors' meeting.	1.Addition of (2)Paragraph 4: To strengthen the management of related-party transactions and safeguard the rights of minority shareholders of publicly traded companies to express their opinions on transactions with related parties, reference has been made to regulations in major international capital markets such as Singapore and Hong Kong, which require prior approval by shareholders' meetings for significant related-party transactions. Furthermore, in order to prevent publicly traded companies from conducting significant related-party transactions through non- domestic subsidiaries to circumvent the requirements, it is necessary to submit relevant information for approval by the shareholders' meeting. Therefore, according to this provision, if a publicly traded company or its non-domestic subsidiary acquires or disposes of

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assets from/to a related party, and the transaction amount exceeds 10 percent of the total assets of the publicly traded company, the company must submit the relevant information for approval by the shareholders' meeting before proceeding. If it concerns matters that require approval by the shareholders' meeting of a non-publicly traded subsidiary, it shall be approved by the publicly traded parent company at the next level. (2)considering the overall business planning needs between a publicly traded company and its parent company, subsidiary, or subsidiaries of its subsidiary, and taking into account the exemption regulations in the aforementioned major international capital markets, it is hereby specified that transactions between such companies are exempted from the requirement of shareholder approval. (3)In addition, if the aforementioned significant related-party transactions fall under the provisions of Article 185, Paragraph 1, Subparagraphs 1 to 3 of the Company Law, the resolution

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				of the shareholders' meeting shall be conducted in accordance with the special resolution requirements of Article 185 of the Company Law and relevant provisions of the Company Law. 2.In accordance with the addition of Paragraph 4, the calculation of transaction amounts shall be revised to include transactions that have been submitted to and approved by the shareholders' meeting.
45		In obtaining asset valuation reports or opinions from accountants, lawyers, or securities underwriters, the professional valuers, their valuation personnel, accountants, lawyers, or securities underwriters shall comply with the following provisions: 1. They have not been sentenced to imprisonment of more than one year for violating this law, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, the Commercial Accounting Act, or for committing fraud, breach of trust, embezzlement, forgery of documents, or business-related criminal acts. However, if the punishment has been completed, the probation period has expired, or if amnesty has been granted and more than three years have passed, this restriction does not apply. 2. They shall not be related parties or have substantial relationships with the parties involved in the transaction. 3. If the company is required to obtain valuation reports from two or more professional valuers, different professional valuers or valuation personnel shall not have relationships or substantial relationships with each other. The aforementioned personnel, when issuing valuation reports or opinions,shall comply with the self-disciplinary rules of their respective professional associationsand handle the following matters: 1. Before accepting a case, they shall carefully assess their own professional capabilities, practical experience, and independence. 2. Whenexecutinga case, they shall properly plan and execute appropriate operational procedures to form conclusions for issuing reports or opinions. They shall also comprehensively record the executed procedures, collected data, and conclusions in the case working papers. 3. They shall evaluate the appropriateness and reasonableness of the sources, parameters, and	In obtaining asset valuation reports or opinions from accountants, lawyers, or securities underwriters, the professional valuers, their valuation personnel, accountants, lawyers, or securities underwriters shall comply with the following provisions: 1. They have not been sentenced to imprisonment of more than one year for violating this law, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, the Commercial Accounting Act, or for committing fraud, breach of trust, embezzlement, forgery of documents, or business-related criminal acts. However, if the punishment has been completed, the probation period has expired, or if amnesty has been granted and more than three years have passed, this restriction does not apply. 2. They shall not be related parties or have substantial relationships with the parties involved in the transaction. 3. If the company is required to obtain valuation reports from two or more professional valuers, different professional valuers or valuation personnel shall not have relationships or substantial relationships with each other. The aforementioned personnel, when issuing valuation reports or opinions, shall comply with the self-disciplinary rules of their respective professional associations and handle the following matters: 1. Before accepting a case, they shall carefully assess their own professional capabilities, practical experience, and independence. 2. When~~reviewing~~a case, they shall properly plan and execute appropriate operational procedures to form conclusions for issuing reports or opinions. They shall also comprehensively record the executed procedures, collected data, and conclusions in the case working papers. 3. They shall evaluate the appropriateness and reasonableness of the sources, parameters,and	1.Based on the fact that various professional associations of external experts have established relevant regulations for their respective fields, such as self- disciplinary regulations for real estate appraisers issuing appraisal reports, it is appropriate to include revisions in the "Practical Guidelines for Expert Opinion Letters" issued by Taiwan Stock Exchange Corporation, incorporating relevant self- disciplinary regulations for other external experts or personnel issuing opinion letters. This is to clarify the procedures and responsibilities that external experts should follow. Therefore,the

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	information used, which serve as the basis for issuing valuation reports or opinions. 4. The declaration should include the professionalism and independence of the relevant personnel, the assessment that the information used is appropriate and reasonable, and compliance with relevant laws and regulations.	information used, which serve as the basis for issuing valuation reports or opinions. 4. The declaration should include the professionalism and independence of the relevant personnel, the assessment that the information used is appropriate and reasonable, and compliance with relevant laws and regulations.	preamble of the second paragraph is revised to specify that professional appraisers and their appraisal personnel, accountants, lawyers, or securities underwriters issuing appraisal reports or opinion letters should not only comply with the current provisions listed in the second paragraph but also follow the self- disciplinary regulations of their respective professional associations. 2.Furthermore, considering that the engagement and execution of appraisal reports or reasonableness opinion letters by external experts under these guidelines are not related to the audit of financial reports, the wording of "audit" cases in the second paragraph, second clause is revised to "execution" cases. 3. Considering the actual evaluation of the external experts regarding the sources of data, parameters, and information used, reference is made to the fourth item of the fourth clause of Article 9 of the Financial Reporting Standards for Securities Issuers, as well as the interpretation

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			letter No. (103) GIFA-XXX issued by the Accounting Research and Development Foundation of the Republic of China on December 25, 2014, and the relevant wording regarding appropriate and reasonable information sources and parameters in the 27th article of the Evaluation Standards Bulletin No. 8. Therefore, the wording of the third and fourth clauses of the second paragraph is revised to align with practical considerations.
46	In the following circumstances of acquiring or disposing of assets, the accounting department shall, within two days from the occurrence of the event, announce and report the relevant information on the designated website of the Financial Supervisory Commission according to the prescribed format based on the nature of the transaction: 1. Acquisition or disposal of real estate or its usage rights from related parties, or acquisition or disposal of other assets not including real estate or its usage rights from related parties, with the transaction amount reaching 20% of the company's paid-in capital, 10% of total assets, or over TWD 300 million. However, this does not apply to the purchase or sale of domestic government bonds or bonds with repurchase or sell-back conditions, or the subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 2. Conducting mergers, divisions, acquisitions, or share transfers. 3. Incurring losses from derivative trading reaching the prescribed total or individual contract loss limit in this procedure. 4. Acquisition or disposal of equipment or its usage rights classified as assets for business use, where the counterparty is not a related party, and the transaction amount meets one of the following criteria: a) For public companies with paid-in capital below TWD 10 billion, the transaction amount exceeds TWD 500 million. b) For public companies with paid-in capital of TWD 10 billion or above, the transaction amount exceeds TWD 1 billion. 5. Publicly traded companies engaged in construction business acquiring or disposing of real estate or its usage rights for construction purposes, where the counterparty is not a related party, and the transaction amount exceeds TWD 500 million. For those with paid-in capital of TWD 10 billion or above, the disposal of completed self-built properties to non- related parties requires a transaction amount exceeding TWD 1 billion.	In the following circumstances of acquiring or disposing of assets, the accounting department shall, within two days from the occurrence of the event, announce and report the relevant information on the designated website of the Financial Supervisory Commission according to the prescribed format based on the nature of the transaction: 1. Acquisition or disposal of real estate or its usage rights from related parties, or acquisition or disposal of other assets not including real estate or its usage rights from related parties, with the transaction amount reaching 20% of the company's paid-in capital, 10% of total assets, or over TWD 300 million. However, this does not apply to the purchase or sale of domestic government bonds or bonds with repurchase or sell-back conditions, or the subscription or redemption of money market funds issued by domestic securities investment trust enterprises. 2. Conducting mergers, divisions, acquisitions, or share transfers. 3. Incurring losses from derivative trading reaching the prescribed total or individual contract loss limit in this procedure. 4. Acquisition or disposal of equipment or its usage rights classified as assets for business use, where the counterparty is not a related party, and the transaction amount meets one of the following criteria: a) For public companies with paid-in capital below TWD 10 billion, the transaction amount exceeds TWD 500 million. b) For public companies with paid-in capital of TWD 10 billion or above, the transaction amount exceeds TWD 1 billion. 5. Publicly traded companies engaged in construction business acquiring or disposing of real estate or its usage rights for construction purposes, where the counterparty is not a related party, and the transaction amount exceeds TWD 500 million. For those with paid-in capital of TWD 10 billion or above, the disposal of completed self-built properties	1. Considering that current publicly traded companies are exempt from announcing and reporting the purchase and sale of domestic government bonds, the wording of the first paragraph, seventh clause, first item is revised to broaden the exemption for the announcement and reporting requirement to include foreign government bonds whose credit ratings are not lower than the sovereign rating level of our country. 2.Considering that foreign government bonds have relatively simple product characteristics and generally have better credit ratings than foreign corporate bonds, and that index-linked securities and

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		6. Acquisition of real estate through self-development, land leasing and development, joint construction and housing division, joint construction and subdivision, or joint construction and sale, where the counterparty is not a related party, and the projected transaction amount exceeds TWD 500 million. 7. Except for the previous six cases, the transaction of assets other than those mentioned, disposal of claims by financial institutions, or engaging in investments in the Mainland China region, with the transaction amount exceeding 20% of the company's paid-in capital or TWD 300 million. However, the following circumstances are exempted: a) Purchase or sale of domestic government bonds or foreign government bonds with credit ratings not lower than the sovereign rating of Taiwan. b) For those who are specialized in investment, they may buy or sell securities on domestic or overseas stock exchanges or securities dealers' offices, or subscribe forforeign bondsor ordinary corporate bonds and general financial bonds not involving equity interests (excluding subordinated bonds) in the domestic primary market,or subscribe for or buy back securities investment trustsor futures trusts, or subscribe for or sell back index investment securities, or securities underwritten by securities dealers for the purpose of underwriting business, and recommended by securities dealers as advisors of emerging companies to subscribe for marketable securities in accordance with the regulations of the Over-the- Counter Securities Trading Center of the Republic of China. c) Purchase or sale of bonds with repurchase or sell- back conditions or money market funds issued by domestic securities investment trust enterprises. Calculation methods for the transaction amount in the first item: 1. Each transaction amount. 2. The accumulated transaction amount within one year from the same counterparty for transactions involving the same type of subject matter. 3. The accumulated transaction amount within one year for the acquisition or disposal (separately accumulated) of real estate or its usage rights in the same development project. 4. The accumulated transaction amount within one year for the acquisition or disposal (separately accumulated) of the same securities. Terms referred to in the first item: 1. Date of occurrence: Refers to the earlier date among the transaction signing date, payment date, executed transaction date, transfer date, board resolution date, or other date that sufficiently determines the transaction counterparty and transaction amount. 2. However, for investors that require approval from the competent authority, the earlier date among the aforementioned dates or the date of receiving approval from the competent authority shall prevail. 3. Investments in Mainland China: Refers to investments conducted in accordance with the "Regulations Governing Technical Cooperation Permits in Mainland China" established by the Investment Commission, Ministry of Economic Affairs. 4. Within one year: Refers to tracing back one year from the date of occurrence of the current transaction, excluding transactions that have already been exempted in accordance with the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" announced by public companies. Professional investors: Refers to financial holding companies, banks, insurance companies, bill finance companies, trust companies, securities firms engaged in proprietary trading or underwriting businesses, futures merchants engaged in proprietary trading business, securitiesinvestment trust enterprises,	to non-related parties requires a transaction amount exceeding TWD 1 billion. 6. Acquisition of real estate through self- development, land leasing and development, joint construction and housing division, joint construction and subdivision, or joint construction and sale, where the counterparty is not a related party, and the projected transaction amount exceeds TWD 500 million. 7. Except for the previous six cases, the transaction of assets other than those mentioned, disposal of claims by financial institutions, or engaging in investments in the Mainland China region, with the transaction amount exceeding 20% of the company's paid-in capital or TWD 300 million. However, the following circumstances are exempted: a) Purchase or sale of domestic government bonds. b) For those who are specialized in investment, they may buy or sell securities on domestic or overseas stock exchanges or securities dealers' offices, or subscribe for ordinary corporate bonds and general financial bonds not involving equity interests (excluding subordinated bonds) in the domestic primary market, or futures trusts, or subscribe for or sell back index investment securities, or securities underwritten by securities dealers for the purpose of underwriting business, and recommended by securities dealers as advisors of emerging companies to subscribe for marketable securities in accordance with the regulations of the Over-the-Counter Securities Trading Center of the Republic of China. c) Purchase or sale of bonds with repurchase or sell- back conditions or money market funds issued by domestic securities investment trust enterprises. Calculation methods for the transaction amount in the first item: 1. Each transaction amount. 2. The accumulated transaction amount within one year from the same counterparty for transactions involving the same type of subject matter. 3. The accumulated transaction amount within one year for the acquisition or disposal (separately accumulated) of real estate or its usage rights in the same development project. 4. The accumulated transaction amount within one year for the acquisition or disposal (separately accumulated) of the same securities. Terms referred to in the first item: 1. Date of occurrence: Refers to the earlier date among the transaction signing date, payment date, executed transaction date, transfer date, board resolution date, or other date that sufficiently determines the transaction counterparty and transaction amount. 2. However, for investors that require approval from the competent authority, the earlier date among the aforementioned dates or the date of receiving approval from the competent authority shall prevail. 3. Investments in Mainland China: Refers to investments conducted in accordance with the "Regulations Governing Technical Cooperation Permits in Mainland China" established by the Investment Commission, Ministry of Economic Affairs. 4. Within one year: Refers to tracing back one year from the date of occurrence of the current transaction, excluding transactions that have already been exempted in accordance with the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" announced by public companies. Professional investors: Refers to financial holding companies, banks, insurance companies, bill finance companies, trust companies, securities firms engaged in proprietary trading or underwriting businesses, futures merchants engaged in proprietary trading business, securitiesinvestment trust	index-tracking stock funds have similar product characteristics, the wording of the first paragraph, seventh clause, second item is revised to broaden the exemption for investment professionals in the primary market to include the subscription or redemption of foreign government bonds and the purchase or sale of index- linked securities from the announcement and reporting requirement.

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		securities investment advisory enterprises, and fund management companies established and regulated by the local financial supervisory authority in accordance with legal provisions. 5. Securities exchange: Refers to domestic securities exchange, which means Taiwan Stock Exchange Corporation, and foreign securities exchange, which means any organized securities market regulated by the securities regulatory authority of that country. 6. Securities business place: Refers to domestic securities business places where securities firms set up counters for trading according to the regulations on the operation of securities business places for the trading of securities. Foreign securities business places refer to financial institution business places managed by foreign securities regulatory authorities and engaged in securities business.	enterprises, securities investment advisory enterprises, and fund management companies established and regulated by the local financial supervisory authority in accordance with legal provisions. 5. Securities exchange: Refers to domestic securities exchange, which means Taiwan Stock Exchange Corporation, and foreign securities exchange, which means any organized securities market regulated by the securities regulatory authority of that country. 6. Securities business place: Refers to domestic securities business places where securities firms set up counters for trading according to the regulations on the operation of securities business places for the trading of securities. Foreign securities business places refer to financial institution business places managed by foreign securities regulatory authorities and engagedinsecurities business.
54		This process was established on July 21, 1992 (in the Gregorian calendar). This process was first amended on June 15, 1995. This process was secondly amended on June 20, 2000. This process was thirdly amended on June 17, 2003. This process was fourthly amended on June 13, 2007. This process was fifthly amended on June 29, 2010. This process was sixthly amended on June 10, 2013. This process was seventhly amended on April 17, 2014. This process was eighthly amended on June 3, 2015. This process was ninthly amended on June 7, 2017. This process was tenthly amended on June 5, 2018. This process was eleventhly amended on June 5, 2019. This process was twelfthly amended on June 3, 2020. This process was thirteenthly amended on May 18, 2021. This process was fourteenthly amended on June 7, 2023.	This process was established on July 21, 1992 (in the Gregorian calendar). This process was first amended on June 15, 1995. This process was secondly amended on June 20, 2000. This process was thirdly amended on June 17, 2003. This process was fourthly amended on June 13, 2007. This process was fifthly amended on June 29, 2010. This process was sixthly amended on June 10, 2013. This process was seventhly amended on April 17, 2014. This process was eighthly amended on June 3, 2015. This process was ninthly amended on June 7, 2017. This process was tenthly amended on June 5, 2018. This process was eleventhly amended on June 5, 2019. This process was twelfthly amended on June 3, 2020. This process was thirteenthly amended on May 18, 2021.

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Table 4

Regulations Governing the Acquisition and Disposal of Assets

Chapter 1 General Provisions

Article 1:

This company formulates the "Regulations Governing the Acquisition and Disposal of Assets" (hereinafter referred to as "these procedures") in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies as stipulated by the Financial Supervisory Commission of the Executive Yuan (hereinafter referred to as the "FSC").

Chapter 2 Applicability (Including Control Procedures for Subsidiaries' Acquisition or Disposal of Assets)

Article 2:

This company (referred to as the parent company) and its subsidiaries (including sub- subsidiaries) with controlling power shall follow these procedures when acquiring or disposing of assets, including acquiring real estate from related parties, engaging in derivative transactions, conducting mergers, divisions, acquisitions, or share transfers. Except as otherwise provided by other laws and regulations, relevant personnel of this company shall comply with these procedures and cooperate with the internal regulations of this company.

The term "subsidiaries (including sub- subsidiaries)" in paragraph 1 refers to those recognized according to the provisions of the Financial Reporting Guidelines for Securities Issuers.

The term "relevant personnel of this company" in paragraph 2 refers to the following personnel of this company:

1.Board of Directors.

2.Internal Audit Department.

3.Units responsible for board of directors' meeting affairs.

4.Senior executives authorized by the board of directors.

• 5.Accounting Department.

• 6.Departments in charge of asset acquisition or disposal.

• 7.Authorized personnel for derivative transactions, including traders, confirmers, and settlement personnel.

8.The term "departments in charge of asset acquisition or disposal" in paragraph 3, item 6 refers to those assigned by senior management of the company in accordance with the company's relevant regulations or based on the actual situation at that time.

Chapter 3 Scope of Assets

Article 3:

The scope of "assets" referred to in these procedures includes:

• 1.Categorized by name:

(1) Long-term or short-term investments, including stocks, government bonds, corporate bonds, financial bonds, recognized securities of mutual funds, depositary receipts, warrants, beneficiary securities, and asset-backed securities.

(2) Real estate (including land, buildings, investment properties, and inventory of construction industry) and equipment.

• (3) Membership certificates.

• (4) Intangible assets, including patent rights, copyrights, trademark rights, and franchise rights.

• (5) Right-to-use assets.

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(6) Derivative instruments:

a. Referring to forward contracts, options contracts, futures contracts, leverage margin contracts, swap contracts derived from specific interest rates, financial instrument prices, commodity prices, exchange rates, price or fee indices, credit ratings or credit indices, or other variables.

b. And combinations of contracts mentioned in (a), or structured products that embed derivative instruments.

(7) Other significant assets.

2.Categorized by acquisition or disposal method: Assets acquired or disposed of through legal mergers, divisions, acquisitions, or share transfers. In paragraph 1:

a. "Forward contract" refers to contracts that do not include insurance contracts, performance contracts, post-service equity contracts, long-term lease contracts, and long-term purchase (sale) contracts. b. "Assets acquired or disposed of through legal mergers, divisions, acquisitions, or share transfers" refers to assets acquired or disposed of in accordance with the Company Merger and Acquisition Act, Financial Holding Company Act, Financial Institutions Merger Act, or other laws related to mergers, divisions, or acquisitions; or the issuance of new shares to acquire shares of another company in accordance with Article 156-3 of the Company Act (referred to as share transfers).

The provision referred to in paragraph 2, item 2 of the Company Act, Article 156-3, means that after the establishment of the company, it may issue new shares as consideration for acquiring shares of another company, which requires the attendance of two-thirds or more of the directors and approval by a majority of the attending directors, without being subject to the restrictions of Article 267, Paragraphs 1 to 3.

Chapter 4 Processing Procedures for Acquisition or Disposal of Assets (Part 1) Section 1 Acquisition or Disposal of Real Estate or Equipment

Article 4

When this company acquires or disposes of real estate, equipment, or right-to-use assets, the following provisions shall apply.

1. Except for the following situations where the transaction amount reaches 20% of the company's paidin capital or NT$300 million or more:

(1).Transactions with domestic government agencies.

(2).Self-development.

(3).Land leasing and development.

(4).Acquisition or disposal of equipment or right-to-use assets for operational use.

1. Prior to the occurrence of the transaction, a professional appraisal report should be obtained if required. Furthermore.

3.The following provisions must be complied with:

(1)When a transaction needs to be based on a limited price, specific price, or special price due to special reasons, the transaction must be approved by the board of directors. Any subsequent changes to the transaction conditions must also follow this requirement.

(2)When the transaction amount reaches NT$1 billion or more, the opinion of two or more professional appraisers should be sought.

(3)If the appraisal results from the professional appraisers meet any of the following conditions, except when the appraisal results for asset acquisition are consistently higher than the transaction amount or for asset disposal are consistently lower than the transaction amount, an accountant should be consulted to provide specific opinions on the reasons for the discrepancies and the reasonableness of the transaction price:

a. The discrepancy between the appraisal results and the transaction amount exceeds 20% of the transaction amount.

b. The discrepancy between the appraisal results of two or more professional appraisers exceeds 10% of the transaction amount.

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(4)The date of the professional appraisal report should not exceed three months from the date of its issuance. However, if the same period's publicized present value is applicable and does not exceed six months, an opinion letter can be obtained from the professional appraiser.

The term "professional appraiser" in paragraph 1 refers to a real estate appraiser or any other person legally authorized to engage in real estate or equipment appraisal business.

Section 2 Acquisition or Disposal of Marketable Securities Article 5

When this company acquires or disposes of marketable securities, the accounting department should obtain the most recent financial statements of the target company, audited or reviewed by certified public accountants, prior to the occurrence of the transaction as a reference for evaluating the transaction price.

Except for the following situations, when the transaction amount reaches 20% of the company's paid-in capital or NT$300 million or more, the accounting department should consult with accountants prior to the occurrence of the transaction to obtain their opinion on the reasonableness of the transaction price:

1.The marketable securities have publicly quoted market prices.

2.The Financial Supervisory Commission (FSC) has other regulations.

Section 3 Acquisition or Disposal of Membership Certificates or Intangible Assets Article 6

When this company acquires or disposes of membership certificates or intangible assets, if the transaction amount reaches 20% of the company's paid-in capital or NT$300 million or more, except for transactions with government agencies, the accounting department should consult with accountants prior to the occurrence of the transaction to obtain their opinion on the reasonableness of the transaction price.

Section 4 Acquisition or Disposal of Assets through Judicial Auction Article 7

When this company acquires or disposes of assets through judicial auction procedures, the accounting department may use the proof documents issued by the court as a substitute for appraisal reports or opinions from accountants.

Chapter 5 Processing Procedures for Acquisition or Disposal of Assets (Part 2) - Acquisition or Disposal of Assets from Related Parties

Section 1 Handling Department for Acquisition or Disposal of Assets from Related Parties Article 8

When this company acquires real estate from related parties through purchase or exchange, the handling department should follow the provisions of Chapter 4 and Chapter 5 to conduct relevant decision-making procedures and assess the reasonableness of the transaction conditions. If the transaction amount reaches 10% or more of the company's total assets, an appraisal report issued by a professional appraiser or an opinion from an accountant should also be obtained according to the previous section's requirements. The calculation of the transaction amount in the preceding paragraph should be carried out in accordance with the provisions of Article 6.

The determination of the requirement regarding 10% of total assets in this procedure should be based on the total asset amount in the most recent individual or separate financial statements specified in the Financial Reporting Guidelines for Securities Issuers.

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In paragraph 1:

1."Related parties":

a. Determined according to the provisions of the Financial Reporting Guidelines for Securities Issuers. b. When determining whether the counterparty is a related party, attention should be paid not only to its legal form but also to the substantive relationship.

Section 2 Decision-Making Authority for Acquisition or Disposal of Assets from Related Parties Article 9

When this company acquires or disposes of real estate or right-to-use assets from related parties, or acquires or disposes of other assets (excluding government bonds, bonds with repurchase or sell-back conditions, and domestic securities investment trust funds' money market funds) with a transaction amount reaching 20% of the company's paid-in capital, 10% of the total assets, or NT$300 million or more, the handling department should submit the following information to the board of directors' meeting affairs unit after obtaining approval from the audit committee and obtaining approval from the board of directors. Only after these steps can the transaction contract be signed and payment made:

1.The purpose, necessity, and expected benefits of acquiring or disposing of real estate assets.

2.The reasons for selecting a related party as the counterparty.

3.Relevant information on evaluating the reasonableness of the proposed transaction conditions for acquiring real estate or right-to-use assets from related parties, as specified in Section 3 and Section 4. 4.Information regarding the original acquisition date and price, the counterparty, and their relationship with the company and related parties.

5.Cash flow forecasts for each month in the upcoming year starting from the expected contracting month, and an assessment table of the necessity and reasonableness of the transaction and the use of funds.

6.An appraisal report issued by a professional appraiser obtained according to the provisions of the previous section, or an opinion from an accountant.

7.Restrictive conditions and other important provisions related to the transaction. The calculation of the transaction amount in the preceding paragraph should be carried out in accordance with the provisions of Article 46, Paragraph 2, and the term "within one year" refers to the period calculated backward from the occurrence date of the transaction as the base, following the requirements of this guideline, and already approved by the audit committee and the shareholders' meeting or the board of directors' meeting, partially exempted from re-inclusion.

In the case of acquiring or disposing of machinery and equipment for operational use between this company and its parent company or subsidiaries, the board of directors may authorize the chairman to make decisions within a certain limit, subject to subsequent confirmation by the most recent board of directors' meeting.

For transactions specified in paragraph 1 between this company or its non-domestic publicly traded subsidiary, where the transaction amount reaches 10% or more of the total assets, the company should submit the items listed in paragraph 1 to obtain approval from the shareholders' meeting before signing the transaction contract and making payment. However, this limitation does not apply to transactions between this company and its parent company, subsidiaries, or transactions among their subsidiaries.

Section 3 Evaluation of Reasonableness of Transaction Costs Article 10

When this company acquires real estate or right-to-use assets from related parties, the handling department should assess the reasonableness of the transaction costs using the following methods:

1.Calculate the transaction costs by adding the transaction price between related parties and necessary funding interest, as well as the costs borne by the buyer as required by law.

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2.If the related party has previously used the subject property as collateral for a loan from a financial institution: the total loan value assessed by the financial institution for the subject property, provided that the actual cumulative loan value for the subject property by the financial institution should be at least 70% of the total assessed loan value, and the loan period has been over one year. However, this provision does not apply when the financial institution and one of the parties in the transaction are related parties.

In the preceding paragraph:

"Necessary funding interest costs" refer to the weighted average interest rate based on the borrowing amount for the purchase of assets by this company in a given year, but it should not exceed the highest borrowing interest rate for non-financial industries announced by the Ministry of Finance.

Article 11

When this company acquires or leases land and buildings from related parties through a merger, the handling department or accounting department may assess the transaction costs for land and buildings separately using any of the methods listed in Article 10.

Article 12

When this company acquires real estate or right-to-use assets from related parties, the accounting department should evaluate the cost of the real estate in accordance with the provisions of Article 10 and Article 11, and should seek the review and specific opinions of an accountant.

Article 13

When this company acquires real estate or right-to-use assets from related parties, the provisions of Article 9 shall apply, and the provisions of Article 10, Article 11, and Article 12 shall not apply in the following circumstances:

1.The related party acquired the real estate or right-to-use assets through inheritance or gift.

2.The time interval between the related party's contractual acquisition of the real estate or right-to-use assets and the date of the current transaction contract exceeds five years.

3.The real estate was acquired through a joint construction contract with the related party or through self-development, land leasing and development, or similar arrangements commissioned to the related party.

4.Publicly traded companies acquire the right-to-use assets of real estate for operational use from their parent company, subsidiaries, or subsidiaries where they directly or indirectly hold 100% of the issued shares or total capital.

Section 4: Procedures in the event that the appraisal result is lower than the transaction price (1) Article 14

When the evaluation results of this company, conducted in accordance with the provisions of Article 10 and Article 11, are lower than the transaction price, the handling department or accounting department should follow the provisions of Article 15, Article 16, and Article 17. However, if there are objective evidence and specific reasonable opinions from real estate appraisers and accountants based on the following circumstances, this limitation does not apply:

1.If the related party acquires land and constructs a building, they may provide evidence that meets one of the following conditions:

(1) The land is evaluated according to the methods specified in Article 10, Article 11, Article 12, and Article 13, while the building is calculated based on the related party's reasonable construction cost plus a reasonable construction profit, and the total amount exceeds the actual transaction price.

(2) Other non-related party transaction cases within one year involving the same property or neighboring areas, with similar sizes and conditions, assessed based on reasonable price differentials in accordance with customary practices for real estate sales or leases for comparable floors or areas.

2.If this company provides evidence that the acquired real estate from a related party or the leased real

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estate for obtaining the right to use is comparable to other non-related party transaction cases within one year in neighboring areas, with similar sizes and comparable transaction conditions. In the preceding paragraph:

• 1."Neighboring area transaction cases" refer to cases within a radius of 500 meters from the transaction subject or with similar appraised values, based on the principle of the same or adjacent blocks.

• 2."Similar size" refers to other non-related party transaction cases with an area not less than 50% of the transaction subject's area as a principle.

• 3."Within one year" refers to the one-year period calculated retroactively from the date of the occurrence of the acquisition of the real estate or its right to use.

4."Reasonable construction profit" refers to the lower of the average gross profit margin of the related party's construction department for the most recent three years or the latest gross profit margin announced by the Ministry of Finance for the construction industry.

Section 5: Procedures in the event that the appraisal result is lower than the transaction price (2) Article 15

When this company acquires real estate or its right to use from a related party, and the evaluation results based on the provisions of Article 10, Article 11, Article 12, Article 13, and Article 14 are lower than the transaction price, the following actions should be taken:

1.The accounting department should, in accordance with the provisions of Article 41(1) of the Securities Trading Act, set up a special surplus reserve for the difference between the transaction price and the evaluated cost of the real estate or its right to use. This amount should not be distributed or used for capitalization. If the investment in the company is valued using the equity method and the investor is a publicly traded company, the special surplus reserve should also be set up in accordance with the provisions of Article 41(1) of the Securities Trading Act based on the proportion of shareholding. 2.The audit department should notify and remind the independent directors who are members of the audit committee to handle it in accordance with the provisions of Article 218 of the Company Act. 3.The board meeting unit should report the above processing situations to the shareholders' meeting and disclose the detailed transaction content in the annual report and public disclosure statement. The provisions referred to in paragraph 2 of the first paragraph of Article 15 include:

1.The audit committee shall supervise the execution of the company's business, and may investigate the company's business and financial condition, inspect its books and records, and request the board of directors or the management to submit reports.

2.When handling the matters specified in paragraph 1, the audit committee may delegate the review to lawyers or accountants on behalf of the company.

3.Any act that violates the provisions of paragraph 1 and obstructs, refuses, or obstructs the audit committee's inspection shall be subject to a fine of not less than NT$20,000 and not more than NT$100,000.

Article 16

If this company, in accordance with the provisions of Article 15(1), sets up a special surplus reserve, the accounting department should wait until the high-priced purchased or leased asset has recognized impairment loss, been disposed of, terminated the lease agreement, received appropriate compensation, restored to its original state, or other evidence confirms that there is no unreasonableness. After obtaining the approval of the Financial Supervisory Commission, the special surplus reserve can be utilized.

Article 17

If there is other evidence indicating that the transaction violates business norms when this company acquires real estate or its right to use from a related party, the relevant personnel (accounting

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department, audit department, board meeting unit) should also handle it in accordance with the provisions of Article 15(1) and Article 16.

Chapter 6: Handling Procedures for Acquiring or Disposing of Assets (Part 3) - Engaging in Derivative Trading Section 1: General Provisions for Engaging in Derivative Trading

Article 18

When engaging in derivative trading, the accounting department (including traders, confirmers, delivery personnel), audit department, and senior executives authorized by the board of directors, unless otherwise specified by regulations, should follow the handling procedures specified in Chapter 6.

Article 19

When engaging in derivative trading, this company should pay attention to the following important risk management measures:

1.Trading principles and policies, including:

(1) Types of transactions:

a.The types of derivatives referred to by this company shall follow the provisions specified in Article 3, Section 1, Item 6 of these handling procedures.

b.The types of derivative transactions conducted by this company shall be classified into hedging and speculative purposes based on their objectives.

(2) Business or hedging strategies:

This company should primarily engage in hedging derivative transactions to mitigate the exchange rate and interest rate risk arising from its business operations.

(3) Allocation of responsibilities:

The accounting department is responsible for engaging in derivative transactions, and this transaction department should be supervised and managed by senior executives authorized by the board of directors.

(4) Performance evaluation guidelines:

a.For hedging derivatives: The accounting department should calculate the realized net profit or loss position after the expiration of each contract transaction, compare it against the set trading objectives, assess the profit or loss performance, and periodically review and report it to the Chairman for review. b.For speculative derivatives: The realized position should be based on the actual profit or loss position determined by the accounting department. The unrealized position should be calculated based on the daily closing price, and the net profit or loss and total amount of open positions should be reconciled daily for performance evaluation.

c.The accounting department should evaluate the positions held by the exchange at least once a week, and hedging transactions should be evaluated at least twice a month. The results should be reported to the relevant supervisors, and subsequently to the Chairman and the CEO for reviewing and improving the hedging strategies.

Please note that this is a general translation, and it's always recommended to refer to the original source for accurate and official information.

(5) The total contract amount limits for derivative transactions conducted by this company are as follows:

a. For hedging derivatives, the total position should not exceed 25% of the company's net worth at the time.

b. For speculative derivatives, the total position should not exceed 5% of the company's net worth at the time.

c. The above limits on the total contract amount of derivative transactions should not exceed 25% of the company's net worth at the time.

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d. If the derivative transaction involves a forward foreign exchange contract and there are corresponding foreign currency assets, liabilities, or expected cash flows, which are financially hedged, the resulting gains or losses can be offset against the gains or losses from the forward foreign exchange contract. In this case, the contract amount is not subject to the aforementioned limits. (6) The maximum limit for overall contract losses is as follows:

a. For hedging derivatives, the maximum limit for losses is 7% of the company's net worth at the time. b. For speculative derivatives, the maximum limit for losses is 5% of the company's net worth at the time.

• (7) The maximum limit for individual contract losses is as follows:

a. For hedging derivatives, there is no specific limit on individual contract losses as the purpose is risk avoidance.

b. For speculative derivatives, after establishing a position, stop-loss points should be set to prevent excessive losses. The stop-loss points should not exceed 3% of the transaction contract amount. If the losses exceed 3% of the transaction amount, it should be immediately reported to the CEO and the Board of Directors for discussion on necessary measures.

c. For the company's speculative derivative transactions, the annual maximum limit for losses is USD 600,000.

1. In addition, the company's personnel engaged in derivative transactions should adhere to the following risk management measures:

(1) Risk management scope:

a. Credit risk management: Transactions should be conducted with creditworthy domestic and foreign financial institutions that can provide professional information. The accounting supervisor should control the transaction limits with financial institutions, avoiding excessive concentration, and adjust the transaction limits with financial institutions according to market conditions.

b. Market price risk management: Select markets with sufficiently transparent quoted information. c. Liquidity risk management: To ensure liquidity, the financial institutions involved in transactions must have sufficient equipment, information, and trading capabilities to conduct transactions in any market.

d. Cash flow risk management: To ensure stable working capital turnover, the funding for derivative transactions should be limited to the company's own funds, and the transaction amount should consider the cash flow forecast for the next three months.

e. Operational risk management: Strict compliance with authorized limits, operational procedures, and other regulations set by the company to avoid operational risks.

f. Legal risk management: Any documents signed with financial institutions should be reviewed by the legal department before formal signing to mitigate legal risks.

(2) Personnel involved in derivative trading, confirmation, and delivery should not hold multiple roles simultaneously.

(3) The measurement, supervision, and control of risks should be assigned to personnel in different departments from those mentioned above, and timely reports should be provided to the Board of Directors or senior executives responsible for decision-making in the transaction department.

(4) Regular risk assessment reports from the accounting department (same as Article 21, Section 1, Item 4).

(5) Other important risk management measures.

Section 3 Supervision and Management of Derivative Trading Article 20

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When engaging in derivative trading, the board of directors shall effectively supervise and manage based on the following principles:

1. Designate (with the board's approval) senior executives from different departments than those executing the transactions to monitor and control the risks associated with derivative trading and report to the board of directors as necessary.

2. Regularly evaluate the performance of derivative trading based on the following considerations:

3. (a) Whether it aligns with the established business strategy.

4. (b) Whether the risks assumed fall within the company's acceptable limits.

Senior executives authorized by the board of directors shall manage derivative transactions based on the following principles:

1. Regularly assess the adequacy of the current risk management measures and ensure compliance with the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" for derivative transactions.

2. Monitor the transactions and profit/loss situation, take necessary measures in case of abnormalities, and promptly report to the board of directors.

3. In accordance with the company's procedures for handling derivative transactions, authorized personnel involved in such transactions should submit reports to the most recent board of directors meeting.

Section 4 Department Handling Derivative Trading Article 21

When engaging in derivative trading, the accounting department shall handle the following matters:

1. Business and hedging strategies: The accounting department is responsible for the operation of derivative trading and periodically assesses the future trends of exchange rates and interest rates to select optimal financial institutions for hedging transactions based on the company's operational needs.

2. Reporting by handling personnel: The accounting supervisor shall submit reports on the personnel involved in the transactions, including traders, confirmers, and deliverers, for approval by the audit committee and subsequent approval by the board of directors.

3. Periodically establish a record book for derivative trading (Form AA904a-03), which includes details of the types and amounts of derivative transactions, dates approved by the board of directors, regular evaluation reports, and considerations related to prudent evaluation as stated in Article 19, Paragraph 1, Item 2, Article 20, Paragraph 1, Item 2, and Article 20, Paragraph 2, Item 1.

4. Regularly assess and report on the trading situation and handle abnormalities as follows:

5. (a) Weekly evaluations at a minimum, with additional assessments as needed for abnormal situations. (b) For hedging transactions conducted due to business needs, at least bi-monthly evaluations are required.

6. (c) Evaluation reports should be submitted to the senior executives authorized by the board of directors.

Section 5 Authority for Derivative Trading Decision-making Article 22

The authority for decision-making in derivative trading conducted by the company is as follows:

1. For derivative trading conducted for hedging purposes, the authority for decision-making is as follows:

Hierarchy

Amount per contract	Accumulated Net
	Position

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The Board	Over US$6 million	Over US$18 million
After approval by the Chairman of the Board of Directors, it will be submitted to the Audit Committee and the Board of Directors for the most recent ratification.	Less than US$6 million (inclusive)	Less than US$18 million (inclusive)
Chairman of the Board	Less than US$350,000 (inclusive)	Less than US$600,000 (inclusive)
General Manager	Less than US$200,000 (inclusive)	Less than US$300,000 (inclusive)

1. For derivative trading conducted for trading purposes, each transaction must be approved by the Chairman of the Board before proceeding and reported to the most recent audit committee and board of directors for retrospective approval.

Section 6 Announcement and Reporting of Derivative Trading Article 23

The company's accounting department shall enter the information on derivative trading activities, up to the end of the previous month, for the company and its non-domestic publicly listed subsidiaries (including subsidiaries of subsidiaries) into the designated information reporting website specified by the Financial Supervisory Commission (FSC) in the required format, and make the announcement by the 10th of each month.

Section 7 Control and Audit of Derivative Trading Matters Article 24

The internal audit department shall pay attention to the following matters regarding derivative trading conducted by the company:

1. Regularly assess the adequacy of internal controls for derivative trading.

2. Conduct monthly audits of the trading department to ensure compliance with the procedures for handling derivative trading, and prepare audit reports.

3. In the event of significant violations, notify the audit committee in writing.

Chapter 7 Handling Procedures for Acquisition or Disposal of Assets (Part 4) - Merger, Division, Acquisition, or Share Transfer by the Company

Section 1 Merger, Division, Acquisition, or Share Transfer by the Company - Determination Method and Reference Basis for Transaction Consideration

Article 25

When the company engages in merger, division, acquisition, or share transfer, it shall comprehensively consider the past and future financial and business conditions of the participating companies, anticipated future benefits, and fair methods for determining transaction prices based on market decisions. It shall also refer to professional opinions from accountants, lawyers, or underwriters and agree on the prices with the counterparties involved in the merger, division, acquisition, or share transfer.

Section 2 Merger, Division, Acquisition, or Share Transfer by the Company - Expert Opinions

Article 26

When the company engages in merger, division, acquisition, or share transfer, the operating department or accounting department shall, before convening a board meeting, commission accountants, lawyers, or underwriters to provide opinions on the reasonableness of the stock exchange ratio, acquisition price, or the distribution of cash or other property to shareholders, and submit them to the board of directors for discussion and approval. However, when the company merges its subsidiary that directly or

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indirectly holds 100% of the issued shares or total capital, or merges between subsidiaries that directly or indirectly hold 100% of the issued shares or total capital, the requirement for expert opinions on reasonableness is exempted.

Section 3 Merger, Division, Acquisition, or Share Transfer by the Company - Matters to be Stated in the Contract

Article 27

When the company participates in merger, division, acquisition, or share transfer, the operating department shall specify the rights and obligations of the participating companies in the merger, division, acquisition, or share transfer, and shall state the following matters:

1. Handling of defaults.

1. Treatment of outstanding securities with equity nature or treasury shares repurchased by the company that are extinguished or divided due to the merger.

2. The quantity of treasury shares that the participating company may repurchase in accordance with the law after the base date for calculating the stock exchange ratio and its treatment principles.

3. Handling methods for changes in the participating entities or number of households.

4. Planned execution progress and expected completion schedule.

5. Related procedures in case the plan is not completed by the planned completion date and a shareholder meeting should be convened according to laws and regulations.

Section 4 Merger, Division, Acquisition, or Share Transfer by the Company - Cooperation Requirements for Participating Companies

Article 28:

When the company participates in merger, division, or acquisition, the board meeting affairs unit shall prepare a public document addressed to shareholders containing the important provisions and related matters of the merger, division, or acquisition, along with the expert opinions from Article 26 and the notice of the shareholder meeting, and deliver them to the shareholders before the shareholder meeting for their reference in deciding whether to approve the merger, division, or acquisition case. However, this requirement does not apply to cases where a shareholder meeting is not required based on other legal provisions for the merger, division, or acquisition matters.

Article 29:

If any shareholder meeting of the companies participating in the merger, division, or acquisition cannot be convened or a resolution cannot be passed due to insufficient attendance, voting rights, or other legal restrictions, the board meeting affairs unit of the company shall immediately publicly explain the reasons, follow-up procedures, and the expected date of the subsequent shareholder meeting.

Article 30:

When the company engages in merger, division, or acquisition with another company, unless otherwise provided by other laws or with prior approval from the Financial Supervisory Commission (FSC) due to special circumstances, the board meeting affairs unit of the company and the company participating in the merger, division, or acquisition shall hold a board meeting and a shareholder meeting on the same day to decide on the relevant matters of the merger, division, or acquisition.

Article 31:

When the company participates in a merger, division, or acquisition with a company that is not listed or whose shares are not traded at securities business places, the operating department of the company shall enter into an agreement with the other party and handle the matter in accordance with the provisions of Article 39 and Article 40.

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Article 32:

When the company participates in a merger, division, or acquisition with a non-publicly traded company, the operating department of the company shall enter into an agreement with the other party and handle the matter in accordance with the provisions of Article 28, Article 29, Article 32, and Article 33.

Section 5 Handling of Merger, Division, Acquisition, or Share Transfer by the Company - Matters to be Cooperated by the Company Participating in Share Transfer

Article 33:

When the company participates in share transfer, unless otherwise provided by other laws or with prior approval from the FSC due to special circumstances, the board meeting affairs unit shall hold a board meeting on the same day as the company participating in the share transfer.

Section 6 Handling of Merger, Division, Acquisition, or Share Transfer by the Company - Changes in Stock Exchange Ratio or Acquisition Price

Article 34:

Regarding the stock exchange ratio or acquisition price in a merger, division, acquisition, or share transfer by the company, except for certain circumstances, the operating department of the company shall not arbitrarily change it and shall stipulate the conditions for changes in the contract. The following circumstances shall be noted:

Cash capital increase, issuance of convertible corporate bonds, free distribution of shares, issuance of warrants with equity characteristics, issuance of preferred shares with warrants, issuance of subscription rights certificates, and other securities with equity characteristics.

Disposal of major company assets or other acts that affect the company's financial and business operations.

Major disasters, significant technological changes, or other events that affect shareholders' rights or security prices.

Adjustments made by either party participating in the merger, division, acquisition, or share transfer through the repurchase of treasury shares in accordance with the law.

Changes in the participating entities or number of households in the merger, division, acquisition, or share transfer.

Other conditions stipulated in the contract for changes that have been publicly disclosed.

Section 7 Subsequent Merger, Division, Acquisition, or Share Transfer with Other Companies after Information Disclosure

Article 35:

I f any party to the merger, division, acquisition, or share transfer publicly discloses information and intends to engage in subsequent merger, division, acquisition, or share transfer with other companies: except when the number of participating entities decreases and the shareholder meeting has already passed a resolution authorizing the board of directors to have the power to make changes, the participating company is exempted from convening another shareholder meeting. However, the procedures or legal acts that have been completed in the original merger, division, acquisition, or share transfer case by the operating department shall be carried out again by all participating companies.

Section 8 Handling of Merger, Division, Acquisition, or Share Transfer by the Company - Written Confidentiality Commitment and Prevention of Insider Trading Article 36:

When the company engages in a corporate merger, division, acquisition, or share transfer, all individuals who are involved or informed of the plan for the merger, division, acquisition, or share transfer shall be requested by the operating department to provide a written confidentiality

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commitment, requiring them not to disclose the contents of the plan to the public before the information is disclosed and not to buy or sell stocks or other securities with equity characteristics of all companies related to the merger, division, acquisition, or share transfer in their own names or through the use of others' names.

Section 9 Handling of Merger, Division, Acquisition, or Share Transfer by the Company - Announcement and Declaration

Article 37:

When the company participates in a merger, division, acquisition, or share transfer, the accounting department shall, within two days from the date of the board resolution, submit the information specified in Article 40, Paragraph 1, Items 1 and 2, in the prescribed format through the internet information system for declaration and filing with the Financial Supervisory Commission (FSC).

Section 10 Handling of Merger, Division, Acquisition, or Share Transfer by the Company - Preservation of Data

Article 38:

The board meeting affairs unit of the company participating in a merger, division, acquisition, or share transfer shall prepare complete written records of the following information and keep them for five years for inspection by the competent authority:

1. Basic information of individuals: Including the job titles, names, and ID numbers (or passport numbers for foreigners) of all individuals involved in or executing the merger, division, acquisition, or share transfer plan before the information is disclosed.

2. Important dates: Including the dates of signing letters of intent or memoranda, engaging financial or legal advisors, signing contracts, and board meetings.

3. Important documents and meeting minutes: Including the merger, division, acquisition, or share transfer plan, letters of intent or memoranda, important contracts, and board meeting minutes.

Chapter 8 Evaluation Procedures for Acquiring or Disposing of Assets Article 39:

When the company acquires or disposes of assets, the operating department shall fill out a "proposal" and evaluate the reasons, the subject matter, the counterparty, the transfer price, the payment conditions, and the basis for price reference, etc. After evaluation, it shall be submitted to the general manager and the chairman for a decision on whether to include it as a feasible plan.

When evaluating the acquisition or disposal of assets, the following points should be considered:

1. For the acquisition or disposal of securities not traded in centralized trading markets or securities firms, factors such as net asset value per share, profitability, future development potential, market interest rates, bond coupon rates, debtor creditworthiness, and the agreed transaction price at that time should be taken into account.

2. For the acquisition or disposal of securities already traded in centralized trading markets or securities firms, the decision should be based on the prevailing equity or bond prices.

3. For the acquisition or disposal of other assets as mentioned in the previous two points, one of the following methods should be chosen: quotation, comparison, negotiation, or public tender. The announced present value, appraised present value, actual transaction prices of adjacent real estate, and other relevant factors should be taken into consideration. If the transaction meets the criteria for public announcement and declaration, a valuation report from a professional appraiser should be referenced.

Chapter 9: Asset Acquisition Limits Article 40:

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Marketable securities acquired by the Company and its subsidiaries:

1. The total amount shall not exceed 10% of the Company's current paid-in capital.

2. The individual amount shall not exceed 5% of the Company's current paid-in capital. Real estate and asset rights acquired by the Company and its subsidiaries for non-business use:

3. The total amount shall not exceed 40% of the Company's current paid-in capital.

4. The individual amount shall not exceed 20% of the Company's current paid-in capital.

Chapter 10: Other Important Matters Section 1: Decision-Making Authority

Article 41 :

When acquiring or disposing of assets, except for derivative financial instruments with separate regulations, the department in charge shall fill out a "submission form" and submit it for decisionmaking authority. The decision-making authority of the Company shall be based on the decisionmaking authority table.

Article 42:

When acquiring or disposing of assets, it shall be subject to this processing procedure or other legal provisions, and shall be approved by the Board of Directors. If any director expresses objections with a recorded or written statement, the board unit shall submit the objection materials to the Audit Committee.

Article 43:

If the Company has independent directors according to the provisions of this law, when submitting asset acquisition or disposal transactions to the board for discussion according to the previous article, the board unit shall fully consider the opinions of the independent directors. If any independent director has dissenting or reservation opinions, it shall be recorded in the board meeting minutes.

Section 2: Preservation of Asset Acquisition or Disposal Documents

Article 44: When the Company acquires or disposes of assets, the accounting department shall keep relevant contracts, minutes of meetings, check registers, valuation reports, opinions of accountants, lawyers, or securities underwriters in the Company. Except for other legal provisions, they shall be preserved for at least five years.

Section 3 Principle of Independence Article 45:

In obtaining asset valuation reports or opinions from accountants, lawyers, or securities underwriters, the professional valuers, their valuation personnel, accountants, lawyers, or securities underwriters shall comply with the following provisions:

1. They have not been sentenced to imprisonment of more than one year for violating this law, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, the Commercial Accounting Act, or for committing fraud, breach of trust, embezzlement, forgery of documents, or business-related criminal acts. However, if the punishment has been completed, the probation period has expired, or if amnesty has been granted and more than three years have passed, this restriction does not apply.

2. They shall not be related parties or have substantial relationships with the parties involved in the transaction.

3. If the company is required to obtain valuation reports from two or more professional valuers, different professional valuers or valuation personnel shall not have relationships or substantial

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relationships with each other.

The aforementioned personnel, when issuing valuation reports or opinions, shall comply with the selfdisciplinary rules of their respective professional associations and handle the following matters:

1. Before accepting a case, they shall carefully assess their own professional capabilities, practical experience, and independence.

2. When executing a case, they shall properly plan and execute appropriate operational procedures to form conclusions for issuing reports or opinions. They shall also comprehensively record the executed procedures, collected data, and conclusions in the case working papers.

3. They shall evaluate the appropriateness and reasonableness of the sources, parameters, and information used, which serve as the basis for issuing valuation reports or opinions.

4. The declaration should include the professionalism and independence of the relevant personnel, the assessment that the information used is appropriate and reasonable, and compliance with relevant laws and regulations.

Chapter 11: Announcement and Reporting Procedures for Acquisition or Disposal of Assets Section 1: Reporting Within Two Days for Acquisition or Disposal of Assets (Part 1) Article 46

In the following circumstances of acquiring or disposing of assets, the accounting department shall, within two days from the occurrence of the event, announce and report the relevant information on the designated website of the Financial Supervisory Commission according to the prescribed format based on the nature of the transaction:

1. Acquisition or disposal of real estate or its usage rights from related parties, or acquisition or disposal of other assets not including real estate or its usage rights from related parties, with the transaction amount reaching 20% of the company's paid-in capital, 10% of total assets, or over TWD 300 million. However, this does not apply to the purchase or sale of domestic government bonds or bonds with repurchase or sell-back conditions, or the subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

2. Conducting mergers, divisions, acquisitions, or share transfers.

3. Incurring losses from derivative trading reaching the prescribed total or individual contract loss limit in this procedure.

4. Acquisition or disposal of equipment or its usage rights classified as assets for business use, where the counterparty is not a related party, and the transaction amount meets one of the following criteria: a) For public companies with paid-in capital below NT$ 10 billion, the transaction amount exceeds NT$ 500 million.

b) For public companies with paid-in capital of NT$ 10 billion or above, the transaction amount exceeds NT$ 1 billion.

1. Publicly traded companies engaged in construction business acquiring or disposing of real estate or its usage rights for construction purposes, where the counterparty is not a related party, and the transaction amount exceeds NT$ 500 million. For those with paid-in capital of NT$ 10 billion or above, the disposal of completed self-built properties to non-related parties requires a transaction amount exceeding NT$ 1 billion.

2. Acquisition of real estate through self-development, land leasing and development, joint construction

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and housing division, joint construction and subdivision, or joint construction and sale, where the counterparty is not a related party, and the projected transaction amount exceeds NT$ 500 million.

1. Except for the previous six cases, the transaction of assets other than those mentioned, disposal of claims by financial institutions, or engaging in investments in the Mainland China region, with the transaction amount exceeding 20% of the company's paid-in capital or NT$ 300 million. However, the following circumstances are exempted:

a) Purchase or sale of domestic government bonds or foreign government bonds with credit ratings not lower than the sovereign rating of Taiwan.

b) For those who are specialized in investment, they may buy or sell securities on domestic or overseas stock exchanges or securities dealers' offices, or subscribe for foreign bonds or ordinary corporate bonds and general financial bonds not involving equity interests (excluding subordinated bonds) in the domestic primary market, or subscribe for or buy back securities investment trusts or futures trusts, or subscribe for or sell back index investment securities, or securities underwritten by securities dealers for the purpose of underwriting business, and recommended by securities dealers as advisors of emerging companies to subscribe for marketable securities in accordance with the regulations of the Over-the-Counter Securities Trading Center of the Republic of China.

c) Purchase or sale of bonds with repurchase or sell-back conditions or money market funds issued by domestic securities investment trust enterprises.

Calculation methods for the transaction amount in the first item:

1. Each transaction amount.

1. The accumulated transaction amount within one year from the same counterparty for transactions involving the same type of subject matter.

2. The accumulated transaction amount within one year for the acquisition or disposal (separately accumulated) of real estate or its usage rights in the same development project.

3. The accumulated transaction amount within one year for the acquisition or disposal (separately accumulated) of the same securities.

Terms referred to in the first item:

1. Date of occurrence: Refers to the earlier date among the transaction signing date, payment date, executed transaction date, transfer date, board resolution date, or other date that sufficiently determines the transaction counterparty and transaction amount. 2. However, for investors that require approval from the competent authority, the earlier date among the aforementioned dates or the date of receiving approval from the competent authority shall prevail.

2. Investments in Mainland China: Refers to investments conducted in accordance with the "Regulations Governing Technical Cooperation Permits in Mainland China" established by the Investment Commission, Ministry of Economic Affairs.

3. Within one year: Refers to tracing back one year from the date of occurrence of the current transaction, excluding transactions that have already been exempted in accordance with the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" announced by public companies.

Professional investors: Refers to financial holding companies, banks, insurance companies, bill finance companies, trust companies, securities firms engaged in proprietary trading or underwriting businesses, futures merchants engaged in proprietary trading business, securities investment trust enterprises, securities investment advisory enterprises, and fund management companies established and regulated by the local financial supervisory authority in accordance with legal provisions.

1. Securities exchange: Refers to domestic securities exchange, which means Taiwan Stock Exchange Corporation, and foreign securities exchange, which means any organized securities market regulated by the securities regulatory authority of that country.

2. Securities business place: Refers to domestic securities business places where securities firms set up counters for trading according to the regulations on the operation of securities business places for the

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trading of securities. Foreign securities business places refer to financial institution business places managed by foreign securities regulatory authorities and engaged in securities business.

Section 2: Announcement and Reporting within Two Days for Acquisition or Disposal of Assets

(Part 2)

Article 47:

After the announcement and reporting in accordance with Article 46, if any of the following circumstances occur, the accounting department shall, within two days from the date of occurrence, make an announcement and report the relevant information on the designated website of the Financial Supervisory Commission (FSC):

1. Changes, termination, or rescission of the related contracts of the original transaction.

2. Failure to complete the merger, split, acquisition, or share transfer according to the scheduled timetable in the contract.

3. Changes to the content of the original announcement and reporting.

Section 3: Announcement and Reporting for Acquisition or Disposal of Assets by Subsidiaries Article 48:

If a subsidiary (including a grandchild company) of the company, which is not a domestic public company, has matters requiring announcement and reporting according to the provisions of Article 46, the accounting department of the parent company shall handle the announcement on behalf of the subsidiary. The standards for announcement and reporting applicable to subsidiaries shall be based on the actual paid-in capital or total assets of the parent company.

Section 4: Supplementary Announcement and Reporting for Acquisition or Disposal of Assets Article 49:

If there are errors or omissions in the items that the company is required to announce and report, and corrections are necessary, the accounting department shall, within two days from the date of becoming aware of the errors or omissions, make a complete announcement and report of all the items.

Chapter 12: Internal Audit Control of Acquisition or Disposal of Assets Article 50 :

The company's internal audit department shall conduct regular audits and prepare written reports on this process and its execution on a quarterly basis. In case of significant violations, the internal audit department shall notify the Audit Committee in writing.

Article 51:

The company's internal audit department shall supervise the boards of directors of subsidiaries (including grandchild companies) to establish "Regulations Governing the Acquisition and Disposal of Assets" for those subsidiaries in accordance with the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" for public companies.

Chapter 13: Penalties for Individuals Involved in the Acquisition or Disposal of Assets

Article 52:

In the event that individuals involved in the implementation of this process violate the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" or this process, they shall be subject to disciplinary actions according to the company's relevant disciplinary measures, based on the severity of the violations.

Chapter 14: Establishment and Amendment Approval Procedures for this Process

Article 53

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The establishment and amendment of this process require the consent of at least half of the members of the Audit Committee and approval by the Board of Directors, followed by submission to the shareholders' meeting for approval. If any director expresses objections with documented or written statements, the objections should be submitted to the Audit Committee and brought up for discussion at the shareholders' meeting.

If the consent of at least half of the members of the Audit Committee is not obtained, the decision may be made by at least two-thirds of the entire board of directors, and the resolution of the Audit Committee shall be recorded in the minutes of the board meeting.

The term "all members of the Audit Committee" mentioned in this process and "entire board of directors" mentioned above refers to the actual serving members.

Article 54

This process was established on July 21, 1992 (in the Gregorian calendar). This process was first amended on June 15, 1995. This process was secondly amended on June 20, 2000. This process was thirdly amended on June 17, 2003. This process was fourthly amended on June 13, 2007. This process was fifthly amended on June 29, 2010. This process was sixthly amended on June 10, 2013. This process was seventhly amended on April 17, 2014. This process was eighthly amended on June 3, 2015. This process was ninthly amended on June 7, 2017. This process was tenthly amended on June 5, 2018. This process was eleventhly amended on June 5, 2019. This process was twelfthly amended on June 3, 2020. This process was thirteenthly amended on May 18, 2021. This process was fourteenthly amended on June 7, 2023.

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Attachment 1

Rules of Procedure for Shareholder Meetings

Article 1:

In order to establish a good corporate governance system, enhance supervisory functions, and strengthen management capabilities, this rule is established in accordance with the Corporate Governance Best Practice Principles for Listed and OTC Companies for compliance purposes.

Article 2:

Unless otherwise specified by laws or the articles of incorporation, the rules stipulated in this rule shall apply to the proceedings of the company's shareholders' meetings.

Article 3:

Except as otherwise provided by laws, the company's shareholders' meetings shall be convened by the board of directors.

The company shall, thirty days before the regular shareholders' meeting or fifteen days before the extraordinary shareholders' meeting, transmit the electronic files of the meeting notice, proxy form, relevant recognition cases, discussion items, election or dismissal of directors, and other proposals to the site designated by FSC. The company shall also transmit the shareholders' meeting manual and supplementary meeting materials to the site designated by FSC twenty-one days before the regular shareholders' meeting or fifteen days before the extraordinary shareholders' meeting. However, if the company's paid-in capital as of the end of the most recent fiscal year exceeds NT$10 billion or the combined foreign and mainland Chinese shareholding ratio listed on the shareholder register for the most recent fiscal year reaches 30% or more, the electronic files shall be transmitted thirty days before the regular shareholders' meeting. The agenda and explanatory materials for the next shareholders' meeting shall be prepared and made available for shareholders to consult at any time and displayed at the company and the appointed professional stock agency before the shareholders' meeting fifteen days in advance. The material shall be distributed on site of the venue.

Shareholder proposals are limited to 300 words. Proposals exceeding 300 words will not be included in the agenda. Shareholding proponents of proposals should attend the shareholders' meeting in person or authorize someone else to attend on their behalf and participate in the discussion of the proposal.

The company should inform the proponent shareholders of the outcome of the handling of their proposals before the shareholders' meeting notice date and include the proposals that meet the requirements of this provision in the meeting notice. For shareholder proposals not included in the agenda, the board of directors should explain the reasons for their exclusion during the shareholders' meeting.

The election or dismissal of directors, amendment of the articles of incorporation, reduction of capital, application for suspension of public issuance, permission for directors' non-competition, capitalization of retained earnings, capitalization of surplus, company dissolution, merger, division, matters under Article 185, Paragraph 1 of the Company Act, Article 26-1 and Article 43-6 of the Securities Exchange Act, Article 56-1 and Article 60-2 of the Guidelines for Handling the Offering and Issuance of Securities by Issuers, shall be listed and explained in the meeting notice, and may not be proposed as temporary resolutions.

The purpose of convening the shareholders' meeting is explicitly stated as a comprehensive election of directors, including the specified date of assumption of office. After the completion of the director election at the shareholders' meeting, the date of assumption of office cannot be changed through ad hoc motions or any other means during the same meeting.

Shareholders holding more than one percent of the total issued shares may submit proposals for the shareholders' general meeting to the company, limited to one proposal. Proposals exceeding this limit will not be included in the agenda. Furthermore, if a proposal submitted by a shareholder falls under any of the provisions of Article 172-1, Paragraph 4 of the Company Law, the board of directors may exclude it from the agenda. Shareholders may submit proposal(s) to urge the company to enhance public interest or fulfill social responsibilities, subject to the relevant provisions of Article 172-1 of the Company Law, with a limit of one proposal. Proposals exceeding one item will not be included in the agenda.

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Prior to the convening of the shareholders' general meeting, the company shall announce the acceptance of shareholders' proposals, the methods of written submission, the place of submission, and the acceptance period. The acceptance period shall not be less than ten days.

Shareholders' proposals shall be limited to three hundred words, and if they exceed this limit, the proposal will not be included in the agenda. The proposing shareholder should attend the shareholders' general meeting in person or appoint someone else to attend and participate in the discussion of the proposal.

Before the shareholders' meeting notice is sent, the company shall inform the proposing shareholders of the handling results and include the proposals that comply with the provisions of this article in the meeting notice. The board of directors shall explain the reasons for proposals that are not included in the agenda at the shareholders' meeting.

Article 4

Shareholders may issue a proxy form issued by the company for each shareholders' meeting, stating the authorized scope and the appointed proxy to attend the shareholders' meeting.

Each shareholder may issue only one proxy form and appoint only one person as a proxy. The proxy form shall be delivered to the company at least five days before the shareholders' meeting. In case of duplicate proxy forms, the one that is delivered first shall prevail. However, a shareholder who declares the revocation of a previously issued proxy form is not subject to this deadline.

Article 5:

The venue for convening the shareholders' meeting shall be at the company's registered office or a location convenient for shareholders to attend and suitable for the shareholders' meeting. The meeting start time shall not be earlier than 9 a.m. or later than 3 p.m. The choice of venue and time shall take into full consideration the opinions of independent directors.

Article 6:

The company shall include in the meeting notice the registration time, registration location, and other matters to be noted for shareholders to report their attendance.

The registration time for shareholders to report their attendance shall be at least 30 minutes before the meeting starts. The registration location shall be clearly marked and staffed by appropriate personnel.

Shareholders shall attend the shareholders' meeting with an attendance certificate, attendance sign-in card, or other attendance documents. The company shall not arbitrarily require additional proof of attendance from shareholders based on the submitted attendance documents. If the attendee is a person soliciting proxies, they shall bring identification documents for verification.

The company shall provide a sign-in book for shareholders to sign or accept attendance sign-in cards from attending shareholders. The company shall provide the meeting manual, annual report, attendance certificate, speech notes, voting slips, and other meeting materials to the attending shareholders. In the case of director elections, election ballots shall be provided separately.

When a government agency or a juristic person is a shareholder, the representative attending the shareholders' meeting is not limited to one person. When a juristic person is authorized to attend the shareholders' meeting, only one person shall be appointed as a representative.

For video shareholders' meetings, shareholders who wish to attend via video conferencing shall register with the company at least two days before the shareholders' meeting.

For video shareholders' meetings, the company shall upload the meeting manual, annual report, and other relevant documents to the video conference platform at least 30 minutes before the meeting starts and continue to disclose them until the meeting ends.

Article 7:

If the shareholders' meeting is convened by the board of directors, the chairman shall be the chairman of the

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board. In the absence or inability of the chairman of the board to perform his/her duties, the vice chairman shall act as the chairman. If there is no vice chairman or the vice chairman is also absent or unable to perform his/her duties, the chairman shall designate one executive director to act as the chairman. If there is no executive director, the chairman shall designate one director, and if the chairman fails to designate a proxy, one executive director or director shall be selected by mutual consent among the directors.

The chairman mentioned in the preceding paragraph shall be an executive director or acting director who has served for more than six months and has a good understanding of the company's financial and business conditions. The same applies if the chairman is the representative of a juristic person director. For shareholders' meetings convened by the board of directors, the chairman should personally preside over the meeting, and at least one director representing a majority of the board of directors and one representative of each functional committee of the board of directors should attend the meeting. The attendance should be recorded in the minutes of the shareholders' meeting.

If the shareholders' meeting is convened by a person other than the board of directors, the chairman shall be the person who convened the meeting. If there are two or more persons who convened the meeting, they should mutually appoint one person as the chairman.

The company may appoint appointed lawyers, accountants, or relevant personnel to attend the shareholders' meeting.

Article 8 :

The company shall record and continuously record the entire process of shareholder registration, meeting proceedings, and voting counting from the start of shareholder registration.

The audiovisual materials in the preceding paragraph should be kept for at least one year. However, if a shareholder files a lawsuit under Article 189 of the Company Law, they should be kept until the lawsuit is concluded.

Article 9:

Shareholders' attendance at the shareholders' meeting should be based on their shareholdings. The number of shares in attendance shall be calculated based on the sign-in book or submitted sign-in cards, including the shares exercised by written or electronic voting.

When the scheduled meeting time arrives, the chairman shall promptly announce the start of the meeting. However, if the number of attending shareholders representing more than half of the total issued shares is not reached, the chairman may announce a postponement of the meeting. The meeting can be postponed up to two times, with a total postponement time not exceeding one hour. If the attendance of shareholders representing more than one-third of the total issued shares is still insufficient after the two postponements, the chairman shall announce the adjournment of the meeting.

If, after two postponements, the attendance is still insufficient but the attendance of shareholders representing more than one-third of the total issued shares is reached, a fictitious resolution may be made in accordance with Article 175, Paragraph 1 of the Company Law, and the fictitious resolution shall be notified to all shareholders to convene another shareholders' meeting within one month.

Before the end of the current meeting, if the attendance representing more than half of the total issued shares is reached, the chairman may submit the fictitious resolution made and request a vote at the shareholders' meeting in accordance with Article 174 of the Company Law.

Article 10:

If the shareholders' meeting is convened by the board of directors, the agenda shall be determined by the board of directors. All relevant proposals (including ad hoc resolutions and amendments to original proposals) shall be voted on separately, and the meeting shall proceed according to the scheduled agenda, which cannot be changed without the resolution of the shareholders' meeting. The same applies if the shareholders' meeting is convened by a person other than the board of directors. The agenda determined in the preceding two paragraphs cannot be adjourned without a resolution. If the chairman violates the rules of procedure and adjourns the meeting, the other members of the board of directors should promptly assist the attending shareholders in accordance with the

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legal procedures to elect a new chairman with the consent of the majority of the voting rights of the attending shareholders and continue the meeting.

The chairman should provide sufficient explanation and discussion opportunities for the proposals, amendments, or ad hoc resolutions submitted by the shareholders. When the chairman deems that sufficient discussion has been conducted, he/she may announce the end of the discussion, call for a vote, and arrange an appropriate voting time.

Article 11:

Before shareholders speak, they must fill out a speech slip stating the main points of their speech, shareholder account number (or attendance certificate number), and account name. The chairman determines the order of speeches.

If a shareholder only submits a speech slip but does not speak, it is considered as not speaking. If the content of the speech deviates from what is stated on the speech slip, the content of the speech shall prevail.

For the same agenda item, each shareholder's speech shall not exceed two times without the chairman's consent, and each speech shall not exceed five minutes. However, the chairman may prohibit a shareholder from speaking if the speech violates the rules or goes beyond the scope of the agenda.

While a shareholder is speaking, other shareholders shall not speak or disrupt without the consent of the chairman and the speaking shareholder. The chairman should intervene if there is a violation.

When a juristic person shareholder appoints more than two representatives to attend the shareholders' meeting, only one person may speak on the same agenda item. After a shareholder speaks, the chairman may personally respond or designate relevant personnel to respond.

Article 12:

The voting at the shareholders' meeting shall be based on shareholding as the calculation basis. The shares of shareholders without voting rights shall not be counted towards the total issued shares.

Shareholders who have a personal interest that may harm the company's interests in the matters discussed at the meeting shall not participate in the vote and shall not exercise proxy voting on behalf of other shareholders.

The shares that are not eligible for voting according to the preceding paragraph shall not be counted in the total voting rights of the attending shareholders.

Except for trust enterprises or share registrar agents approved by the competent authority of securities, when a person is entrusted by two or more shareholders, the voting rights exercised by the proxy shall not exceed 3% of the voting rights of the total issued shares. Any excess voting rights shall not be counted.

Article 13:

Each share entitles the shareholder to one voting right, except for those with restrictions or those listed in Article 179, Paragraph 2 of the Company Law, which are not subject to this limitation.

When the company convenes a shareholders' meeting, electronic means and written means may be adopted to exercise voting rights. The method of exercising voting rights by written or electronic means shall be specified in the shareholders' meeting notice. Shareholders who exercise voting rights by written or electronic means shall be deemed as attending the shareholders' meeting in person. However, with respect to ad hoc resolutions and amendments to original proposals at the shareholders' meeting, they shall be deemed as abstaining, so the company should avoid proposing ad hoc resolutions and amendments to original proposals.

Shareholders who exercise voting rights by written or electronic means shall deliver their voting instructions to the company at least two days before the shareholders' meeting. In case of multiple instructions, the earliest one shall prevail. However, a declaration to revoke the previous instructions is not subject to this deadline. If a shareholder who has exercised voting rights by written or electronic means wishes to attend the shareholders' meeting in person, they should revoke the previous instructions in the same manner as exercising voting rights at least two days before the shareholders' meeting. If the revocation is made after the deadline, the voting rights

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exercised by written or electronic means shall prevail. If voting rights are exercised by written or electronic means and a proxy is appointed to attend the shareholders' meeting, the voting rights exercised by the proxy's attendance shall prevail. Unless otherwise specified in the Company Law or the company's articles of incorporation, resolutions shall be passed with the approval of the majority of the voting rights of the attending shareholders.

During the voting, the chairman or designated personnel shall announce the total voting rights of the attending shareholders for each agenda item. The shareholders shall then vote on each agenda item, and the results of their agreement, opposition, and abstention shall be entered into the MOPS on the same day as the shareholders' meeting.

In the case where there are amendments or substitute proposals for the same agenda item, the chairman shall determine the voting sequence together with the original proposal. If one of the proposals has been approved, the other proposals shall be deemed rejected and no further voting is necessary.

The chairman shall appoint the scrutineers and vote counters for the voting on resolutions, with the scrutineers being shareholders.

The vote counting and election process for voting or election proposals at the shareholders' meeting shall be conducted openly within the meeting venue, and the results of the voting, including the statistical figures, shall be announced on the spot and recorded after the vote counting is completed.

Article 14:

When there is an election of directors at the shareholders' meeting, it shall be conducted in accordance with the relevant regulations set by the company. The election results, including the list of elected directors and their voting rights, as well as the list of unsuccessful candidates and their election votes, shall be announced on the spot.

The election ballots for the election items specified in the preceding paragraph shall be properly kept and retained for at least one year. However, if shareholders file a lawsuit in accordance with Article 189 of the Company Law, they shall be kept until the lawsuit is concluded.

Article 15:

The decisions made at the shareholders' meeting shall be recorded in the minutes, which shall be signed or stamped by the chairman. The minutes shall be distributed to the shareholders within twenty days after the meeting. The production and distribution of the minutes may be done electronically.

The distribution of the minutes as mentioned in the preceding paragraph may be made through announcements on the MOPS (PIOS). The minutes should accurately record the year, month, day, venue of the meeting, the name of the chairman, the method of decision-making, the essential details of the proceedings, and the voting results (including the statistical figures). In the case of an election of directors, the voting rights of each candidate should be disclosed. The minutes shall be permanently preserved during the existence of the company.

Article 16:

The number of shares solicited, the number of shares represented by proxy agents shall be compiled into a statistical table in the specified format by the company on the day of the shareholders' meeting for clear display within the meeting venue.

If the decisions made at the shareholders' meeting involve significant information as stipulated by laws and regulations or the Taiwan Stock Exchange Corporation's regulations, the company shall transmit the content to the MOPS within the specified timeframe.

Article 17:

The personnel handling the shareholders' meeting should wear identification cards or armbands. The chairman may direct monitors or security personnel to assist in maintaining order at the venue. Monitors or security personnel assisting in maintaining order should wear armbands or identification cards indicating "monitor."

If there is a sound amplification system at the venue, the chairman may prohibit shareholders from speaking

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using equipment not provided by the company.

If a shareholder violates the rules of procedure, refuses to comply with the chairman's correction, and disrupts the progress of the meeting despite being instructed to stop, the chairman may instruct monitors or security personnel to remove the shareholder from the venue.

Article 18:

During the meeting, the chairman may announce a break at a suitable time. In the event of an irresistible circumstance, the chairman may decide to temporarily suspend the meeting and announce the resumption time based on the situation.

If the scheduled agenda of the shareholders' meeting is not completed before the meeting venue becomes unavailable, the shareholders' meeting may pass a resolution to find an alternative venue to continue the meeting in accordance with the provisions of Article 182 of the Company Law. The shareholders' meeting may also pass a resolution to postpone or continue the meeting within five days.

Article 19:

These rules shall be implemented after being passed by the shareholder meeting, and the same shall apply to amendments.

Article 20

These rules were reestablished on May 18, 2021.

The first amendment was made on June 8, 2022.

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Attachment 2

Articles of Incorporation

Chapter 1 General Provisions Article 1:

This company is organized in accordance with the Company Law and is named FALCON POWER CO., LTD.

Article 2

The business scope of this company is as follows:

(1) F401010 International trade.

(2) H701010 Residential and building development and leasing industry.

(3) H701020 Industrial factory development and leasing industry.

(4) F113010 Machinery wholesale industry.

(5) F113030 Precision instrument wholesale industry.

(6) F119010 Electronic material wholesale industry.

(7) F213080 Machinery and equipment retail industry.

(8) F213040 Precision instrument retail industry.

(9) F219010 Electronic material retail industry.

(10) IG03010 Energy technology services industry.

(11) ZZ99999 In addition to licensed businesses, other businesses not prohibited or restricted by laws and regulations may be conducted.

Article 3

The head office of this company is located in Taipei City, and branch offices or representative offices may be established at appropriate locations in accordance with the law. Article 4

In the case of investments in other businesses, this company is not subject to the limitation of the total amount of investments as stipulated in the Company Law, and the investment limit in mainland China shall be within the approved quota opened by the competent authority.

Article 5

Except under the following circumstances, the funds of this company shall not be lent to shareholders or any other person, and the amount of the loan shall not exceed the provisions of the company's fund lending operation procedures.

(1) There is business transaction between companies or sole proprietorships.

(2) There is a necessary short-term financing need between companies or sole proprietorships. Article 6

This company may provide guarantees to external parties for business needs.

Chapter 2 Shares

Article 7

The total capital of this company is set at NT$ 300,000,000, divided into 30,000,000 shares, with a par value of NT$ 10 per share. The unissued shares may be issued in installments as deemed necessary by the board of directors based on the company's business needs.

Article 8

The shares of this company are registered shares, numbered, signed or sealed by the directors representing the company, and issued after being certified by a bank authorized to issue stock certificates in accordance with the law. The stock certificates shall contain the information specified in Article 162 of the Company Law.

Article 9

When new shares are issued by this company, the stock certificates may be printed collectively for the total number of shares issued in that issuance, and the issued shares may be exempted from printing stock certificates. The issuance of shares as mentioned above shall be registered or kept by a securities central depository institution, and the consolidation and replacement of large-denomination securities may be carried out upon the request of a securities depository institution. The production and issuance

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of other securities shall be handled in accordance with relevant laws and regulations applying the provisions of the preceding paragraph.

Article 10

Shareholders of this company shall handle matters related to stock transfer, rights pledge, loss report, inheritance, gift, seal loss, change of seal or change of address, etc., in accordance with the "Guidelines for Handling Stock Affairs of Public Issuing Companies," unless otherwise provided by laws and securities regulations.

Article 11

The transfer of shares shall be suspended within sixty days before each annual general meeting of shareholders, within thirty days before each extraordinary general meeting of shareholders, or within five days before the record date for dividend distribution, profit allocation, or other benefits, as determined by the company's decision.

Chapter 3: Shareholders' Meeting

Article 12

The shareholders' meeting of the company shall consist of regular meetings and extraordinary meetings. The regular meeting shall be held once a year within six months after the end of each fiscal year, convened by the board of directors in accordance with the law. The extraordinary meeting shall be convened when necessary in accordance with the law.

The notice for convening the regular shareholders' meeting shall be given thirty days in advance, and the notice for convening the extraordinary shareholders' meeting shall be given fifteen days in advance, stating the date, venue, and purpose of the meeting to all shareholders.

The notice for convening the shareholders' meeting may be conducted electronically with the consent of the shareholders.

Article 13

In the event that a shareholder is unable to attend the shareholders' meeting due to reasons, the appointment of a proxy to attend the shareholders' meeting shall be handled in accordance with the "Rules for the Use of Proxy at Shareholders' Meetings of Publicly Listed Companies" issued by the competent authority, in addition to the provisions of Article 177 of the Company Law. Article 14

The shareholders' meeting shall be convened by the board of directors, and the chairperson shall be appointed in accordance with the provisions of Article 208, Paragraph 3 of the Company Law. If the meeting is convened by a person other than the board of directors, the chairperson shall be the person who convenes the meeting. When there are two or more conveners, one person shall be elected as the chairperson.

Article 15

The meeting of the shareholders' meeting shall be conducted in accordance with the company's rules of procedure.

Article 15-1

Each shareholder of the company, unless otherwise provided by the Company Law, shall have one voting right per share.

Article 16

Unless otherwise provided by the Company Law or other relevant laws and regulations, the resolutions of the shareholders' meeting shall require the consent of shareholders representing more than half of the total issued shares present at the meeting, based on the majority of voting rights held by the attending shareholders.

Article 17

The decisions of the shareholders' meeting shall be recorded in minutes, which shall be signed or stamped by the chairperson. The minutes of the meeting shall be distributed to all shareholders within

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twenty days after the meeting. The minutes shall record the date, month, year, venue, name of the chairperson, method of decision-making, key points of the proceedings, and the results. The minutes shall be permanently kept during the existence of the company. The shareholder attendance register and proxy authorization forms shall be kept for a minimum of one year. However, if a lawsuit is filed by shareholders in accordance with Article 189 of the Company Law, they shall be kept until the end of the litigation.

The production and distribution of the aforementioned minutes may be conducted electronically or by public announcement.

Chapter 4: Directors and Audit Committee

Article 18:

The board of directors of the company shall consist of seven to nine directors, who shall be elected from the candidate list by the shareholders' meeting. The term of office shall be three years, and reelection is allowed. The total number of shares held by all directors shall be determined in accordance with the standards set forth in the "Rules for the Calculation of the Percentage of Shares Held by Directors and Supervisors of Publicly Listed Companies and the Implementation of Auditing."

Article 18-1:

In accordance with Article 14-2 of the Securities Exchange Act and in conjunction with Article 183 of the Securities Exchange Act, among the directors' seats specified in the preceding article, the number of independent directors shall not be less than three and shall not be less than one-fifth of the total number of directors. The election of directors shall follow the nomination system under Article 192-1 of the Company Act, and the selection shall be made by the shareholders' meeting from the list of candidates. The acceptance procedure for nominations and related matters shall be handled in accordance with the relevant provisions of the Company Act and the Securities Exchange Act. The election shall be conducted for both independent directors and non-independent directors, and the number of elected directors shall be calculated separately.

Article 19:

When the term of office of a director expires without being reelected, the director's tenure may be extended until the election of new directors. However, if the competent authority orders the company to hold an election within a specified period and the election is not held by the deadline, the director shall be automatically removed from office.

Due to the operational needs of the company, an audit committee shall be established in accordance with Article 14-4 of the Securities Exchange Act. The audit committee shall consist of all independent directors, and the number of members shall not be less than three. The exercise of powers by the audit committee and other matters to be complied with shall be handled in accordance with the regulations of the competent authority.

Article 20:

The board of directors shall execute laws, regulations, the company's articles of incorporation, resolutions of the shareholders' meeting, and matters related to the company's business. If a director's actions in carrying out the business cause significant harm to the company or violate laws, regulations, or the articles of incorporation, the director may be removed at any time by a resolution of the shareholders' meeting, except for the obligation to compensate the company. Within 30 days from the date of the resolution, the independent directors shall bring a lawsuit against the directors on behalf of the company.

Article 21:

The board of directors shall have one chairman, who shall be appointed or dismissed by the approval of more than two-thirds of the directors present at a meeting with a quorum of more than half of the directors. The chairman of the board represents the shareholders' meeting and the board of directors internally and represents the company externally. The order of delegation for the chairman's leave of absence or inability to exercise the duties shall be handled in accordance with Article 208 of the

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Company Act. Article 22:

The board of directors shall be convened by the chairman of the board, but the first meeting of each term shall be convened in accordance with the provisions of Article 203 of the Company Act.

The convening of the board of directors of the company shall state the reasons and notify each director seven days in advance. However, in case of urgent matters, the meeting may be convened at any time. The convening of the board of directors of the company may be notified to each director in writing, electronically, or by fax.

Article 23:

The resolutions of the board of directors shall be adopted by a majority of the directors present, except as otherwise provided by the Company Act. The approval of more than half of the directors present shall be required for a resolution to be passed.

When a director has a personal interest in a matter discussed at the meeting, the director shall disclose the important details of the personal interest at the meeting.

Article 24 :

Directors shall personally attend board meetings. If a director is on leave or unable to exercise their duties for valid reasons, they may appoint another director as a proxy by written authorization. The proxy authorization should be issued for each meeting, specifying the authorized scope of the meeting's agenda. Each proxy may be appointed by only one person.

Article 25:

The proceedings of the board meetings shall be recorded in minutes, signed or sealed by the chairman, and distributed to each director within twenty days after the meeting. The minutes of the meeting shall include a summary of the proceedings and their outcomes. The minutes should be kept together with the attendance register of the directors and the proxy appointment letters.

Article 26:

Independent directors have the authority to independently oversee the execution of the company's business. They may conduct investigations into the company's business and financial conditions at any time or request the board of directors and managers to provide reports. If independent directors violate laws, regulations, or the articles of incorporation or neglect their duties, resulting in damages to the company, they may be subject to legal action within thirty days from the date of the resolution by the shareholders' meeting, in addition to being liable for compensation to the company.

Article 26-1:

All directors of the company shall be covered by directors' liability insurance within the scope of their business duties during their term of office, in order to reduce and distribute the risks of damages among all directors, the company, and the shareholders. After the company purchases or renews directors' liability insurance, important details such as the insured amount, coverage, and premium rates of the insurance policy shall be included in the latest board of directors' report.

Article 27 :

The remuneration of the chairman and directors shall be authorized by the board of directors, taking into account their level of involvement and contributions to the company's operations and referring to the customary level in the same industry.

Chapter 5: Managers

Article 28:

The company may appoint several managers in accordance with the regulations, and their appointment,

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dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.

Chapter 6: Accounting

Article 29:

The company's fiscal year shall be from January 1st to December 31st of each year. At the end of each fiscal year, the board of directors shall prepare the following documents in accordance with the law for submission to the regular shareholders' meeting:

(1) Business report.

(2) Financial statements.

(3) Proposal for profit distribution or loss offset.

Article 30 :

After the annual accounting, the net profits of the company shall be distributed in the following order:

Payment of income tax in accordance with the law. Offset of previous years' losses. Allocation of 10% as legal reserves. Provision or reversal of special surplus reserves as necessary.

After deducting the above items, the remaining balance shall be proposed by the board of directors along with the accumulated profits of previous years for distribution, subject to the resolution of the shareholders' meeting.

Article 30-1:

Allocation of Profit

If the company generates profits during the fiscal year (referring to the profits before deducting employee compensation and director remuneration), it shall allocate no less than 1.5% as employee compensation and no more than 3% as director remuneration. However, if the company has accumulated losses, an amount should be reserved in advance for offsetting the losses.

The aforementioned employee compensation may be provided in the form of stocks or cash, while the director remuneration can only be provided in cash.

The implementation of the preceding two paragraphs shall require a resolution passed by at least twothirds of the directors present at the board meeting, with a majority of attending directors in agreement, and shall be reported to the shareholders' meeting.

Article 31:

Dividend Policy of the Company

The company's business and industry are still in the growth stage, and there are significant investment and business expansion plans in the future, which require substantial funds. In order to maintain dividend stability, the Board of Directors may propose a dividend distribution resolution of at least 50% of the distributable profit, taking into account the company's performance and financial situation. In principle, the cash dividend portion shall not be less than 20% of the proposed dividend, but considering the company's financial needs, the shareholders' meeting may, if necessary, pass a resolution to increase the distribution ratio of stock dividends or distribute all dividends in the form of stock dividends. However, if funds can be raised through other means or if the company's funds are sufficient, consideration may also be given to increasing cash dividends to avoid excessive dilution of earnings per share.

Chapter VII: Supplementary Provisions

Article 32:

The Company's Articles of Incorporation and Operating Rules shall be separately determined. Article 33:

Matters not stipulated in these Articles shall be handled in accordance with the Company Law and other

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relevant laws and regulations. Article 34: These Articles were established on January 20th, 1986 (in the year of the Republic of China). First amendment on February 5th, 1986. Second amendment on July 5th, 1986. Third and fourth amendments on September 6th, 1991. Fifth amendment on September 7th, 1991. Sixth amendment on July 21st, 1992. Seventh amendment on August 5th, 1992. Eighth amendment on December 30th, 1992. Ninth amendment on June 30th, 1993. Tenth amendment on June 15th, 1994. Eleventh amendment on June 15th, 1995. Twelfth amendment on May 28th, 1996. Thirteenth amendment on June 11th, 1987. Fourteenth amendment on March 3rd, 1998. Fifteenth amendment on May 25th, 1999. Sixteenth amendment on June 20th, 2000. Seventeenth amendment on June 27th, 2002. Eighteenth amendment on May 2nd, 2005. Nineteenth amendment on June 14th, 2006. Twentieth amendment on September 12th, 2006. Twentyfirst amendment on August 20th, 2008. Twenty-second amendment on April 16th, 2010. Twenty-third amendment on June 29th, 2010. Twenty-fourth amendment on April 24th, 2011. Twentyfifth amendment on June 10th, 2012. Twenty-sixth amendment on June 3rd, 2014. Twenty-seventh amendment on June 15th, 2015. Twenty-eighth amendment on June 5th, 2019. Twenty-ninth amendment on June 3rd, 2020. Thirtieth amendment on May 18th, 2021. Thirty-first amendment on June 8th, 2022.

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Attachment 3

The Rules for Director Elections

Article 1:

The selection and appointment of directors of the company shall be conducted in accordance with the provisions of these Regulations, except where otherwise provided by laws or the Articles of Incorporation.

Article 2:

The selection and appointment of directors of the company shall consider the overall composition of the Board of Directors. The composition of the Board of Directors should be diverse, and appropriate diversity policies should be formulated based on the operation, business type, and development needs of the company. These policies should include, but are not limited to, the following two major aspects:

Basic conditions and values: Gender, age, nationality, and culture.

Professional knowledge and skills: Professional background (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.

Board members should generally possess the necessary knowledge, skills, and qualities required for performing their duties. The overall capabilities they should possess are as follows: 1.Operational judgment.

2.Accounting and financial analysis.

3.Management and leadership.

4.Crisis management.

5.Industry knowledge.

6.International market outlook.

7.Leadership skills.

8.Decision-making ability.

The seats of the directors should be occupied by more than half of the directors, and there should be no spousal or immediate family relations within the directors. The composition of the Board of Directors should be adjusted based on the results of performance evaluation. Article 3:

The qualifications of independent directors of the company shall comply with the provisions of Article 2, Article 3, and Article 4 of the "Regulations Governing the Appointment and Follow-up Matters of Independent Directors of Public Companies." The selection and appointment of independent directors of the company shall comply with the provisions of Article 5, Article 6, Article 7, Article 8, and Article 9 of the "Regulations Governing the Appointment and Follow-up Matters of Independent Directors of Public Companies" and shall be carried out in accordance with Article 24 of the "Corporate Governance Principles for Listed and OTC Companies."

Article 4 :

The election of directors of the company shall be conducted in accordance with the nomination system procedures specified in Article 192-1 of the Company Law. If a director is removed due to reasons, resulting in less than seven directors, the company shall conduct a supplementary election at the nearest shareholders' meeting. However, if the number of vacancies reaches one-third of the prescribed number of seats in the Articles of Incorporation, the company shall hold an extraordinary shareholders' meeting within 60 days from the date of the occurrence of the fact to conduct a supplementary election.

If the number of independent directors is insufficient according to subparagraph 1 of Article 14-2 of the Securities and Exchange Act, a supplementary election shall be held at the nearest shareholders' meeting. If all independent directors are removed, an extraordinary shareholders' meeting shall be convened within 60 days from the date of the occurrence of the fact to conduct a supplementary election.

Article 5:

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In the election of directors of the company, the names of the voters may be represented by identification numbers printed on the ballots. The election of directors of the company shall adopt a cumulative voting system, whereby each share has the same number of votes as the number of directors to be elected and can concentrate the votes on one candidate or distribute the votes to elect multiple candidates. The votes for directors shall be counted separately for independent directors and nonindependent directors.

Article 6:

The directors of the company shall be elected by the shareholders' meeting from the list of candidates, and according to the quotas specified in the company's Articles of Incorporation, the candidates who receive more votes representing the voting rights shall be elected as directors in order. In case two or more candidates have the same number of votes that are equal to or exceed the prescribed number of seats, the candidates with the same number of votes shall be decided by drawing lots, with the chairman drawing lots on behalf of absentees.

Article 7:

Before the start of the election, the chairman should appoint several inspectors and vote counters to perform their respective duties, but the inspectors should be shareholders themselves.

Article 8:

The Board of Directors should prepare the ballots and indicate the voting rights on them, which shall be distributed to the shareholders attending the shareholders' meeting. For the election of directors, the Board of Directors shall set up a ballot box, and the inspectors shall publicly verify it before the voting.

Article 9:

The voters must clearly indicate the name or account name of the candidate in the "Candidate" field of the ballot. However, when a corporate shareholder is a candidate, the "Candidate" field of the ballot should state the name of the corporation, and it may also state the name of the representative of that corporation. If there are multiple representatives, their names should be stated separately.

Article 10:

The following situations render the ballots invalid:

Ballots not prepared by the convener of the meeting. Blank ballots placed in the ballot box. Illegible handwriting or alterations on the ballots. The name of the candidate filled in does not match the list of director candidates. Writing other text besides indicating the allocation of voting rights. Article 11:

After the completion of voting, the votes shall be counted on the spot, and the chairman shall announce the results immediately, including the list of elected directors and their respective voting rights. The ballots for the above-mentioned election matters should be sealed and signed by the inspectors, properly kept, and retained for at least one year. However, if a lawsuit is filed by shareholders in accordance with Article 189 of the Company Law, they should be kept until the lawsuit is concluded.

Article 12:

Matters not provided for in these Regulations shall be handled in accordance with the Company Law, the company's Articles of Incorporation, and relevant laws and regulations.

Article 13:

These Regulations shall come into effect after being passed by the shareholders' meeting, and the same applies to any amendments.

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Article 14:

These Regulations were established on July 21st, 1992. First amendment on June 15th, 1994. Second amendment on May 28th, 1996. Third amendment on June 27th, 2002. Fourth amendment on June 14th, 2006. Fifth amendment on June 13th, 2007. Sixth amendment on June 3rd, 2015. Seventh amendment on June 15th, 2016. Eighth amendment on May 18th, 2021.

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Attachment 4

FALCON POWER CO., LTD.

Number of shares held by all directors (including independent directors)

Title	Name	Elected date	Term	Shares held as of April 09,2023	Shares held as of April 09,2023
				Shares	Ratio
Chairman	TINGYANG Co. Ltd. Rept.: LO,JIEN-CHIAO	2022.06.08	3	4,932,926	13.82%
Director	TINGYANG Co. Ltd. Rept.: CHIANG,YEN-HSIUNG	2022.06.08	3	4,932,926	13.82%
Director	TINGYANG Co. Ltd. Rept.: HSU,JIA-LING	2022.06.08	3	4,932,926	13.82%
Independent Director	FANG, FENG-CHI	2022.06.08	3	0	0%
Independent Director	HSU, SONG-BO	2022.06.08	3	0	0%

Note:

1. The shareholding ratio in this table is based on the total number of issued shares of 35,684,174 shares as of the record date of the company's shareholders' general meeting on April 9, 2023.

2. The company replaces the position of supervisor with the Audit Committee, so the requirement for the minimum number of shares held by supervisors does not apply.

3.According to Article 26 of the Securities and Exchange Act, all directors of the company must hold a minimum of 3,600,000 shares.

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