G.M.I — AGM Information 2025

Dec 10, 2025

Stock Code: 3312

==> picture [141 x 132] intentionally omitted <==

GMI Technology Inc.

2025 General Shareholders’Meeting

Meeting Manual

Time: June 25, 2025, 9:00 a.m.

Location: No. 399 Ruiguang Road, Neihu District, Taipei City

(East side meeting room on the first floor of the Liberty Square Building)

Type of Meeting: Physical Meeting

GMI Technology Inc.

Table of Contents

Table of Contents	Table of Contents
Chapter1. Meeting Agenda
Chapter2. General Shareholders’ Meeting ------------------------------------------- 1
I.	Report Items ----------------------------------------------------------------------- 2
II.	Ratifications ----------------------------------------------------------------------- 3
III.	Discussions ------------------------------------------------------------------------ 4
IV.	Election of directors -------------------------------------------------------------- 4
V.	Other Proposals ------------------------------------------------------------------- 5
VI.	Extempore Motions -------------------------------------------------------------- 5
VII.	Adjournment ---------------------------------------------------------------------- 5
Chapter3. Attachments
I.	Business Report ------------------------------------------------------------------- 6
II.	Audit Committee’s Audit Report ---------------------------------------------- 14
III.	2024 Financial Statements ----------------------------------------------------- 15
IV.	2024 Earnings Distribution Table --------------------------------------------- 33
V.	2024 Report on the Implementation Status of the Company’s First
	Domestic Unsecured Convertible Bonds ------------------------------------- 34
VI.	Comparison Table for Amendment to “Articles of Incorporation” ------- 35
VII.	List of Candidates for Directors ----------------------------------------------- 36
VIII.	List of Newly Elected Directors Released from the Prohibition of
	Participating in Competitive Business ---------------------------------------- 40
Chapter4. Appendices
I.	Articles of Incorporation ------------------------------------------------------- 41
II.	Rules and Procedures for Shareholders’ Meeting --------------------------- 41
III.	Rules for Director Elections --------------------------------------------------- 59
IV.	Shareholding of All Directors -------------------------------------------------- 62
V.	Effect of the Gratis Issue on the Company’s Operating Results, Earnings
	per Share and Shareholders’ Return on Investment ------------------------ 63

GMI Technology Inc.

Agenda of the 2025 General Shareholders’ Meeting

Time: June 25, 2025, Wednesday, 9:00 a.m.

Location: 399 Ruiguang Road, Neihu District, Taipei City (East Side Conference

Room, 1st Floor, Liberty Square Building)

Type of Meeting: Physical Meeting

• I. Calling meeting to order (report attending number of shares)

• II. Meeting as a ceremony

• III. Chairman’s Message

• IV. Report Items:

• (I) The Company’s 2024 business report

• (II) 2024 Audit Committee’s review report

• (III) 2024 Employees’ and Directors’ Compensation Distribution

• (IV) The Company’s 2024 Report on the Implementation Status of the Company’s First Domestic Unsecured Convertible Bonds

• V. Ratifications:

• (I) The Company’s 2024 budget

• (II) The Company’s 2024 earnings distribution

• VI. Discussions

Proposal for the amendment to certain articles of the Company’s “Articles of Incorporation.”

• VII. Election of directors:

Proposal for election of Directors.

VIII.Other Proposals:

Proposal to Discuss the Lifting of Non-Compete Restrictions for Newly Appointed Directors of the Company

• IX. Extempore Motions

• X. Adjournment

3

I. Report Items

Report1.

Subject: 2024 business report.

Explanation: For 2024 Business Report, please refer to Attachment I on page 6.

Report2.

Subject: 2024 Audit Committee Review Report. Explanation: For 2024 Audit Committee Review Report, please refer to Attachment II on page 14.

Report3.

Subject: 2024 Remuneration distribution report of directors and employees. Explanation:

1. According to Article 21 of the Articles of Incorporation, the Company’s 2024 remuneration for directors and employees is based on the estimated basis of the Company’s 2024 net profit before tax of NT$506,450 thousand (excluding directors and employees) according to the distribution of the Articles of Incorporation.

2. On March 11, 2025, Director remuneration was assigned to the remuneration of the remuneration committee meeting of NT$10,000,000; staff remuneration of NT$600,000. The employee’s remuneration is issued to the subject in accordance with Article 21 of the Articles of Incorporation.

Report4.

Subject: The Company’s 2024 Report on the Implementation Status of the Company’s First Domestic Unsecured Convertible Bonds, please discuss.

• Explanation: For explanation of the 2024 Report on the Implementation Status of the Company’s First Domestic Unsecured Convertible Bonds, please refer to Attachment V on page 29.

4

II. Ratifications

Report1.

Proposed by the Board of Directors

Subject: 2024 Financial Statement

• Explanation: The Company’s parent Company only financial statements and consolidated financial statements for the year ended December 31, 2024 have been prepared by the Company itself and have been submitted to the Audit Committee for review and approval, together with the Business Report, by May Yang, CPA and Jason Lin, CPA of KPMG. Please refer to Attachment I on page 13 and Attachment III on page 15.

Resolution:

Report2.

Proposed by the Board of Directors

Subject: The Company’s 2024 Earning Distribution. Explanation:

1. The Company’s 2024 net profit after tax is NT$386,377,652, plus the remeasurement of the established benefit plan and the statutory surplus and special surplus reserve according to the law, we intend to keep NT$513,106,947 from distribution, and the remainder according to the provisions of the statutes.

2. According to the calculation of the number of foreign shares circulated at the resolution of the board of directors of the Company’s 162,625,455 shares, the cash dividend per share is proposed to be paid to shareholders NT$227,675,637, cash dividend per share of NT$1.4, calculated to the dollar, and the following yuan is rounded down; the total number of non-zero paragraph counts into other income of the Company. However, due to changes in the number of shares circulated due to stock repurchase, transfer, or conversion of corporate creditors before the distribution basis date, it is proposed to apply the shareholders’ meeting to authorize the Board to adjust the dividend rate of shareholders and set the additional ex-dividend basis date, issue date and other related matters.

3. Please refer to Attachment IV on page 28.

Resolution:

5

III.Discussions

Report1. Proposed by the Board of Directors

Subject: Proposal for the amendment to certain articles of the Company’s “Articles of Incorporation,” please discuss.

Explanation:

1. In accordance with the order Hua-Tsung-Yi-Yi-Tzu No. 11300069631 dated August 7, 2024, and Article 14, Paragraph 6 of the “Securities and Exchange Act,” certain provisions of the Company’s “Articles of Incorporation” are hereby amended.

2. For the comparison table of the amended articles, please refer to Attachment VI on page 30.

Resolution:

IV. Election of directors

Proposed by the Board of Directors

Subject: Proposal for election of the Company’s Directors, please elect. Explanation:

1. The term of the current Directors expires on June 22, 2025. A complete re-election will be held at the Annual Shareholders’ Meeting on June 25, 2025.

2. In accordance with the Company’s Articles of Incorporation, nine directors will be elected (including four independent directors). The election will follow the candidate nomination system.

3. The newly elected directors will serve a three-year term from June 25, 2025, to June 24, 2028. Directors may be re-elected for consecutive terms. After the election, the Audit Committee will be formed by all independent directors. Other

4. This election will be handled according to the Company’s “election method of directors”, the use of single named cumulative voting method.

5. According to the Articles of Incorporation, the selection of directors follows a candidate nomination system. For the education and professional background information of candidates, please refer to Attachment VII on page 31 of this handbook.

Election results:

6

V. Other Proposals

Proposed by the Board of Directors

Subject: Proposal to Discuss the Lifting of Non-Compete Restrictions for Newly elected Directors of the Company, please discuss.

Explanation:

1. In order to meet the future development and business needs of the Company, and in accordance with Article 209 of the Company Act, it is proposed to approve the lifting of the non-compete restrictions on the newly elected directors and their representatives.

2. Please refer to Attachment VIII on page 35 of this manual for the cancellation of prohibition of competition by directors of the Company.

Resolution:

VI. Extempore Motions

VII.Adjournment

7

Attachment I.

GMI Technology Inc. 2024 business report

GMI Corporation’s 2024 total annual revenue of NT$17,742,569 thousand, pre-tax net income NT$495,850 thousand compared to 2023 revenue NT$15,303,570 thousand, pre-tax net income NT$401,886 thousand, an increase of 15.94% and 23.38% respectively, 2024 consolidated revenue total NT$17,709,439 thousand, net profit before tax NT$467,607 thousand compared with the 2023 consolidated revenue of NT$15,276,756 thousand, consolidated net income before tax of NT$392,308 thousand, an increase of 15.92% and 19.19%, respectively. Net income after tax was NT$2.38 based on weighted average circulated equity in 2024.

With the rapid development of the global technology industry, the semiconductor market continues to grow, driving the expansion of electronic distribution businesses. In 2024, demand for semiconductor components grew steadily, driven by AI, High-Performance Computing (HPC), Electric Vehicles (EV), Internet of Things (IoT), and 5G technologies. Facing geopolitical variables and supply chain challenges, the Company successfully maintained market competitiveness and continued to improve revenue and profitability through strengthened supply chain management, expanded product lines, deepened market presence, and digital transformation.

In 2024, the Company is continuing to implement comprehensive and thorough operational management initiatives:

1. Enhancing International and Domestic Market Development Capability: Alongside our efforts to consolidate existing markets, we will also prioritize expanding into new markets, introducing new products, and exploring new applications. This strategic approach will enable us to tap into limitless business opportunities across various sectors, thereby expanding the Company’s scale and revenue in the market.

2. Continuously Enhancing Supplier Relationships: We ensure stable supply and enhance market competitiveness. First, we established long-term partnerships and signed agency and procurement agreements with suppliers to ensure stable supply. Second, improved market demand forecasting capabilities and coordinated production plans with suppliers to reduce inventory risks and stockout issues. Additionally, we promoted

8

technical cooperation between both parties, participating in new product development and market promotion to enhance product competitiveness. We also introduced ESG green supply chain management, prioritizing suppliers who meet environmental standards to strengthen sustainable development capabilities. Finally, we regularly evaluated supplier performance to ensure quality, delivery, and cost advantages, improving overall supply chain efficiency and market responsiveness for long-term stable development.

1. Healthy inventory management: Through internal supply and demand meetings, we analyzed and forecasted market demand to optimize inventory levels and avoid accumulation or shortage issues. At the same time, we strengthened regional warehouse layout to improve logistics efficiency and ensure timely supply. Furthermore, we signed procurement agreements with suppliers and customers to reduce inventory risks and improve capital utilization efficiency, hence maintaining supply chain stability and enhancing competitiveness. We are committed to continuously strengthening our internal management and control processes to enhance the efficiency and quality of inbound and outbound shipments. By doing so, we aim to increase customer satisfaction and market competitiveness, while also improving and maximizing our overall operational effectiveness.

Looking ahead to 2025, while the Company continues to grow steadily in wireless communication fields, we have also achieved good results in emerging technology areas such as VDSL, XPON, electric vehicles, and the Internet of Things in recent years. With the popularization of 5G networks, the increase of Internet of Things (IoT) devices, and the expansion of artificial intelligence (AI) applications, the demand for high-performance semiconductors will continue to rise. Additionally, by seeking cooperation and support from component suppliers and product manufacturers in AI-related application fields, we provide customers with multi-faceted integrated solutions, leading the Company to stay ahead of competitors in operations and entering the next generation of development and business opportunities early to achieve the goal of sustainable operations development.

Furthermore, the rise of electric vehicles (EV) and new energy technologies will also have a significant impact on the semiconductor market. These emerging application demands will prompt semiconductor manufacturers to increase investment to enhance production capacity and technological standards. However, market competition will also

9

intensify, requiring enterprises to continuously innovate and seek products that better meet market demands to respond to the constantly changing environment and challenges. The Company’s major business plan for 2025 is as follows:

Business Management Direction

In the semiconductor electronic distribution market of 2025, amid continuing challenges from geopolitical influences, supply chain restructuring, and market demand uncertainties, electronic distributors need to implement flexible operational strategies to ensure supply chain stability and enhance market competitiveness. The Company’s management team will continue to strengthen management in several operational areas:

1. Maintaining Healthy Inventory Levels: Inventory management is crucial for electronic distributors, requiring a balance between supply chain stability and inventory costs. Through internal supply and demand meetings, we analyzed and forecasted market demand to optimize inventory levels and avoid accumulation or shortage issues. At the same time, we strengthened regional warehouse layout to improve logistics efficiency and ensure timely supply. Furthermore, we signed procurement agreements with suppliers and customers to reduce inventory risks and improve capital utilization efficiency, hence maintaining supply chain stability and enhancing competitiveness.

3.

Strengthening Company Risk Management: Electronic distributors need to strengthen risk management to address market fluctuations, supply chain disruptions, and geopolitical risks. Through diversified supplier strategies, we reduce dependence on single sources and optimize inventory management to ensure stable supply. We utilize data analysis to monitor market trends and respond early to price fluctuations and demand changes. At the same time, we implement information security and financial risk control mechanisms to ensure transaction safety and cash flow stability, enhancing operational resilience and maintaining competitive advantages.

Ensure Product Quality and Delivery Processes: It is necessary for us to establish strict supply chain management and quality control mechanisms. Through long-term cooperation with original manufacturers and suppliers, we ensure reliable product sources and introduce rigorous quality inspection processes to reduce defect rates. Simultaneously, we optimize logistics and warehouse management to improve inventory turnover and ensure timely supply. We use data analysis to predict demand, avoiding stockout or delay risks, ensuring customers receive high-quality products on

10

time, and enhancing market competitiveness and customer satisfaction.

1. Improving Flexibility in Stock Preparation and Delivery: It is necessary for us to utilize data analysis to predict market demand, optimize inventory allocation, and ensure adequate key components. Through regional warehousing and flexible logistics networks, we accelerate order processing and shorten delivery times. At the same time, we use intelligent Warehouse Management Systems (WMS) to enhance picking and distribution efficiency.

In addition, we have summarized the following directions for our operations and governance:

1. Strengthening Supply Chain Management: The primary task for semiconductor electronic distributors is to enhance supply chain management capabilities to ensure stable supply. 2025 will continue to be affected by geopolitical influences and changes in international trade relations, requiring the establishment of diversified supplier strategies to reduce single-source risks and strengthen cooperation with original manufacturers and foundries to ensure reliable sources.

2. Customer Relationship Maintenance: We provide quality service and technical support to enhance customer satisfaction. Through professional sales and engineering teams, we offer product selection recommendations and solutions to strengthen cooperation. We regularly hold technical seminars and customer training to promote in-depth exchanges. We use data analysis to understand customer needs and provide flexible supply solutions. At the same time, we establish rapid response mechanisms to ensure after-sales support and timely problem resolution, maintaining long-term stable cooperative relationships and enhancing market competitiveness.

ESG Sustainable Development: It is necessary for us to strengthen green supply chain management, prioritize cooperation with environmentally certified suppliers, and reduce carbon footprints. Simultaneously, we optimize logistics and warehouse management to improve energy efficiency and reduce waste. Regarding social responsibility, we ensure fair trade, employee well-being, and community feedback. Furthermore, we introduce digital systems to enhance operational efficiency, reduce paper and resource waste, and actively participate in ESG ratings and reporting to enhance corporate transparency and sustainable competitiveness.

1. Talent Development: Talent development is crucial for electronic distributors, requiring

11

internal training and external learning programs to enhance employee professional capabilities and market adaptability. We establish technical and business training mechanisms to strengthen product knowledge, supply chain management, and customer service capabilities. At the same time, we promote talent pipeline plans to cultivate middle and senior management talent, ensuring long-term enterprise development. Through performance incentives and good career planning, we increase employee loyalty and competitiveness, creating an efficient professional team.

5.

6.

Sales Forecasting: Semiconductor electronic distributors’ sales forecasting relies on data analysis and market trend judgments, improving forecast accuracy through historical sales data, customer demands, and industry trends. Combined with supply chain information, we evaluate inventory levels and delivery periods to ensure stable supply. We work closely with original manufacturers and customers to grasp market changes and adjust ordering strategies. We regularly review forecasting models, optimizing decisions based on actual sales data, enhancing operational efficiency, reducing inventory risks, and ensuring timely fulfillment of market demands.

Cost Management: Cost management needs to balance cost control and operational efficiency, optimizing procurement, inventory, and logistics costs through data analysis. We regularly review various expenses, such as warehousing, transportation, and business expenses, ensuring effective resource allocation. We negotiate optimal procurement conditions with suppliers to reduce procurement costs. At the same time, we enhance business efficiency through performance management, ensuring profitability and enterprise competitiveness.

The Company enhances operational efficiency and market competitiveness through precise supply chain management, digital transformation, and ESG strategies. We strengthen risk control and talent development to ensure sustainable development, and respond to market changes with flexible adaptability, achieving stable growth and long-term value enhancement.

Operating Market and Business Objectives

In the electronic market in 2025, the Company’s management team continues to focus on several new market applications and aims to achieve the following objectives:

1. Expanding Product Portfolio, Entering High-Growth Markets in AI, HPC, and

12

Automotive Sectors:

The Company is focusing on AI, HPC, and automotive semiconductors. With the significant increase in AI server demand, we are promoting growth in high-performance computing (HPC) chip sales. The rapid development of electric vehicles and autonomous driving technologies is driving demand for automotive semiconductors. The Company must strengthen cooperation with suppliers and actively expand applications in AI, HPC, and automotive markets.

Business Objective: The Company aims to increase new projects in AI, HPC, and automotive markets by 15% in 2025.

2. NB/PC/Server related computer peripheral application market:

With the development of artificial intelligence (AI), cloud computing, 5G, and high-performance computing (HPC) technologies, demand for computer peripheral applications in notebook (NB), personal computer (PC), and server markets continues to increase. To capture market opportunities, future business development will focus on high performance, low power consumption, and multi-functional integration, while strengthening product and service differentiation. As the cost of cloud computing becomes lower, and security and performance increase. More and more enterprises and consumers will adopt cloud computing, which will drive the development of related industries such as servers, and make data centers more and more important. With the increasing demands for gaming, content creation, and AI computing, market demand for high-performance peripheral products such as high-speed SSDs, DDR5 memory, Wi-Fi 7 network adapters, and high-resolution displays is rising. 5G networks will continue to evolve, which will make NB and other related industries can process large amounts of data more quickly and connect devices more efficiently.

Business objective: The Company increased the number of new projects and new customers in the application market around NB/PC/Server related computers by 10% in 2025.

3. Wireless and broadband communication application market:

With the rapid development of 5G, Wi-Fi 7, fiber-optic broadband, and Internet of Things (IoT) applications, the wireless and broadband communication markets present continuous growth opportunities. Future business development will focus on high-speed, low-latency, wide coverage, and green energy efficiency, promoting

13

innovative technologies and market layout to meet the needs of individual, enterprise, and smart city applications. With the widespread adoption of 5G technology, the mobile communication market will continue to develop. We will distribute LPWAN (Low Power Wide Area Network), NB-IoT, smart industrial Wi-Fi, Wi-Fi 7, and 10G PON solutions, bringing more opportunities for various emerging applications.

Business objective: The Company’s new project at WiFi7/VDSL/XPON/10G PON increased by 20% in 2025.

4. Expanding and developing overseas application markets:

In the past, we have focused on the development of the Greater China market, and in 2025. We will also distribute some human resources to operate in the overseas market. In the midst of the competition between China and the United States, major electronics contract manufacturers are increasing their efforts to develop electronic markets beyond China. India and Vietnam, for instance, are both significant global electronic markets, making them highly promising markets for conducting electronic product businesses.

Business Objective: The Company’s number of new clients in the Greater China market increased by 10 to 20 active customers in 2025. Future Company Development Strategy

As the global semiconductor industry continues to grow, the development of technologies such as Artificial Intelligence (AI), 5G, Electric Vehicles (EV), Internet of Things (IoT), and High-Performance Computing (HPC) is driving market demand. Semiconductor electronic distributors play a key role in the supply chain and will focus on supply chain optimization, digital transformation, product line expansion, and global market deployment in the future. The Company will actively develop markets in Taiwan, Southeast Asia, India, and particularly mainland China, providing design support and engineering technical consulting services to help customers accelerate product development timelines, strengthen competitiveness, and achieve long-term growth. Therefore, strengthening supplier relationships, optimizing inventory management, enhancing technical support and engineering services, expanding into high-growth application markets, increasing overseas market penetration, reinforcing ESG (Environment’al, Social, and Governance) strategies, increasing revenue and profitability, reducing operational costs, and improving efficiency are all critical priorities.

14

In the future, the Company needs to continue its digital transformation and market expansion to respond to industry changes and market demands. Through strategic deployment and technological innovation, we will enhance our competitiveness, ensure our leadership position in the semiconductor electronic distribution market, and achieve sustainable development and long-term stable growth.

GMI Technology Inc. Chairman Yeh, Chia-Wen General Manager Ivan Liu Accounting Manager Lin, Che-Jen

15

Attachment II.

GMI Technology Inc.

Audit Committee’s Audit Report

The Company’s 2024 annual business report, individual financial statements, consolidated financial statements and earning distribution table, have been prepared and submitted by the Board of Directors, in which the Parent Company Financial Statements have been audited by CPA May Yang and CPA Jason Lin of KPMG.

The above statements and reports have been examined and reviewed by the Audit Committee, and no irregularities were found. According to the Article 219 of the Company Act, we hereby submit this report.

To:

2025 Annual Shareholders’ Meeting of GMI Technology Inc.

GMI Technology Inc.

Convener of the Audit Committee: Jan, Sen

May 9, 2025

16

==> picture [504 x 688] intentionally omitted <==

17

==> picture [504 x 634] intentionally omitted <==

18

==> picture [502 x 533] intentionally omitted <==

19

==> picture [502 x 235] intentionally omitted <==

==> picture [502 x 100] intentionally omitted <==

20

==> picture [755 x 460] intentionally omitted <==

==> picture [456 x 639] intentionally omitted <==

22

==> picture [756 x 500] intentionally omitted <==

==> picture [456 x 641] intentionally omitted <==

24

==> picture [504 x 721] intentionally omitted <==

25

==> picture [502 x 588] intentionally omitted <==

26

==> picture [502 x 659] intentionally omitted <==

27

==> picture [502 x 689] intentionally omitted <==

==> picture [502 x 34] intentionally omitted <==

28

==> picture [747 x 444] intentionally omitted <==

==> picture [519 x 753] intentionally omitted <==

30

==> picture [762 x 510] intentionally omitted <==

==> picture [516 x 752] intentionally omitted <==

32

Attachment IV.

GMI Technology Inc. 2024 Schedule of Earnings Distribution

Beginning balance of retained earnings Plus: Net profit after current tax Plus: Determine the benefit plan and then measure the number Less: Nomination of statutory surplus Earnings available for distribution Distribution item: Less: Dividend - Cash dividend (NT$1.4) Unappropriated retained earnings at the end of period	Unit: NT$ $391,453,333 386,377,652 557,498 -32,294,224
	740,782,584 -227,675,637
	$513,106,947

Chairman: Yeh, Chia-Wen

General Manager: Ivan Liu

Accounting Manager: Lin, Che-Jen

33

Attachment V. Explanation of the Report on the Implementation Status of the Company’s First Domestic Unsecured Convertible Bonds

Type of Corporate Bonds	The Company’s First Domestic Unsecured Convertible Bonds
Competent Authority Approval Reference	This offering has been declared effective by the Financial Supervisory Commission via Official Letter No. 1130342679 dated May23, 2024.
OTC Listing Date	Approved by the Taipei Exchange letter No. 11300051472 dated June 18, 2024, for over-the-counter tradingbeginningJune 25, 2024.
Issue Date	2024.6.25
Total Corporate Bond Amount and Face Value Per Bond	Total Face Value at Issuance: NT$1,000,000,000. Face Value per Bond: NT$100,000
Issue Price	Each bond with face value of NT$100,000, issued at 100.5% of face value.
Interest Rate of Corporate Bonds	Coupon Rate: 0%
Corporate Bond Repayment Bond	Unless the bondholders convert the bonds into the Company’s common shares in accordance with Article 10 of these Regulations, or the Company redeems the bonds early in accordance with Article 18 of these Regulations, or the Company repurchases and cancels the bonds through securities dealers, the Company shall repay the bonds in a single cash payment at face value within ten business days (including the tenth business day) from the day following the maturity date of these convertible corporate bonds.
Term	3years; from June 25, 2024, to June 25, 2027.
Conversion Price at Issuance	76.8
Current Conversion Price	75.8
Underwriter	KGI Securities Co., Ltd.
Implementation Status of the Funding Utilization Plan	The repayment of bank loans has been completed in the 3rd quarter of 2024 according to the scheduled fund utilization plan. The implementation status is in line with theprojected timeline.
Converted Common Shares	As of March 11, 2025, no bondholders have requested conversion to common shares. Conversion to Common Shares

34

Attachment VI.

GMI Technology Inc.

Comparison Table for Amendment to “Articles of Incorporation”

Article	Before Amendment	After Amendment	Reason for Amendment
Article 6:	The total capital of the Company is rated at NT$3 billion, divided into300million shares, NT$10 per share, of which unissued shares are authorized to be issued by the Board of Directors. The total capital reserved for NT$75 million is divided into 7.5 million shares, NT$10 per share for the exercise of the options under the warrants, special shares with the option or corporate bonds with the option.	The total capital of the Company is rated at NT$2 billion, divided into200 million shares, NT$10 per share, of which unissued shares are authorized to be issued by the Board of Directors. The total capital reserved for NT$75 million is divided into 7.5 million shares, NT$10 per share for the exercise of the options under the warrants, special shares with the option or corporate bonds with the option.	Revision Based on Operational Requirements
Article 21:	If the Company has profits for the year, it shall allocate no less than 0.1 percent as employee compensation, which shall be distributed in the form of stock or cash as resolved by the Board of Directors. The recipients shall include employees of subsidiaries who meet certain conditions. The Company may, from the aforementioned profit amount, allocate no more than 2 percent as compensation for Directors, as resolved by the Board of Directors. The distribution of employee and director’s remuneration shall be reported to the shareholders’ meeting. In the amount allocated as employee compensation, no less than 15% should be allocated to entry-level employees. However, if the Company still has accumulated losses, the amount of compensation shall be retained in advance, and the remuneration of employees and directors’ remuneration is proportional to thepreceding.	If the Company has profits for the year, it shall allocate no less than 0.1 percent as employee compensation, which shall be distributed in the form of stock or cash as resolved by the Board of Directors. The recipients shall include employees of subsidiaries who meet certain conditions. The Company may, from the aforementioned profit amount, allocate no more than 2 percent as compensation for Directors, as resolved by the Board of Directors. The distribution of employee and director’s remuneration shall be reported to the shareholders’ meeting. However, if the Company still has accumulated losses, the amount of compensation shall be retained in advance, and the remuneration of employees and directors’ remuneration is proportional to the preceding.	In accordance with Presidential Announcement No. 11300069631 dated August 7, 2024, and the provisions of Article 14, Paragraph 6 of the “Securities and Exchange Act.”

35

Article	Before Amendment	After Amendment	Reason for Amendment
Article23:	As per the original article. The thirty-second amendment was amended on June 25, 2025.	As per the original article.	Include the latest amendment date

36

Attachment VII. List of Candidates for Directors of GMI Technology Inc.

Job Title	Name	Academic Qualifications	Working Experience	Current Position	Justifications for Nominating an Independent Director for Three Consecutive Terms	Shareholding
Director	Dejie Investment Co., Ltd. Representative: Yeh, Chia-Wen	Tulane University MBA Graduate, 12th Cohort, Entrepreneur Program, Graduate Institute of Business Administration, National Chengchi University Bachelor’s Degree, Department of Mineral Resources (Department of Resource Engineering), National Cheng Kung University	Chairman of Dehong Management Consulting Co., Ltd.	Chairman of Shiteh Organic Pharmaceutical Co., Ltd. Chairman of Hi-Jet Incorporation Chairman of Biofity Pharmaceuticals Inc. Chairman of Dejie Investment Co., Ltd. Chairman of Heng Hsuan Co., Ltd. Director of SmartBee Intelligence Company Ltd. Chairman of Global Mobile Internet Co., Ltd. Chairman of Rehear Audiology Company Ltd. Chairman of Unitech Computer Co., Ltd. Chairman of Unitech Electronics Co., Ltd. Chairman of Jingyong Computer Co., Ltd. Chairman of Jingho Computer Co., Ltd. Directors (legal representatives) of Unitech Electronics Co., Ltd., for its associate companies UAV, UEV, UJH, UCV, UAH, UEH, and UIH Directors of Unitech Electronics Co., Ltd., for its associate companies UTA, UTI, and UTJ Chairman of Xiamen Unitech Computers Co., Ltd. Director of GW Electronics Company Limited		52,782,278
Director	Dejie Investment Co., Ltd. Representative: Ivan Liu	Graduate Studies, Institute of Communications Engineering, National Chiao TungUniversity	Executive Vice President of GMI Technology Inc.	President of GMI Technology Inc. Representative of GMI USA Corporation		52,782,278

37

Job Title	Name	Academic Qualifications	Working Experience	Current Position	Justifications for Nominating an Independent Director for Three Consecutive Terms	Shareholding
Director	Dejie Investment Co., Ltd. Representative: Yeh, Po-Chun	Department of Transportation and Communication Management Science, National Cheng Kung University Bachelor’s Degree (in Logistics and Communications) Master of Science in Construction Engineering and Management, Columbia University, USA Master of Business Administration	US-based CHROBINSON (NASDAQ :CHRW) Strategic Management Department, Shanghai Headquarters Project Coordinator Accounting Specialist of Unitech Computer Co., Ltd. Assistant Manager of the KGI Investment Advisory Research Department	Director of Unitech Computer Co., Ltd. Director of Unitech Electronics Co., Ltd.		52,782,278
Director	Dejie Investment Co., Ltd. Representative: Wang, Kuo-Chang	Master’s Degree, Graduate Institute of Management Sciences, Tamkang University	Manager of Industrial Bank of Taiwan	Director of Unitech Computer Co., Ltd. Director of Unitech Electronics Co., Ltd.		52,782,278
Director	Dejie Investment Co., Ltd. Representative: Shen, Che-Sheng	Graduate Studies, Institute of Communications Engineering, National Chiao Tung University	Assistant Vice President of the Investment Department, Dehong Management Consulting Co., Ltd. Project Manager, Dialogue Technology Corp.	Dejie Investment Co., Ltd. Investment Department Vice President		52,782,278
Independent Director	Jan, Sen	Department of Electrical Engineering, National Tsing Hua University MBA Program, National Chengchi University	Marketing Manager of Philips Semiconductors Director of Compucase Enterprise Co., Ltd. Business Division Senior Marketing Director for Electronics of FSP Group Director of Chao Han Technology Supervisor of JuAn Long-Age Co., Ltd.	Chairman of IKANO International Co., Ltd. Brand Instructor of SBDC Part-time Lecturer at National Chiao Tung University Member of the Remuneration Committee of GMI Technology Inc. Member of the Audit Committee of GMI Technology Inc. Member of the Sustainable Development Committee of GMI TechnologyInc.	Note 1:	0

38

Job Title	Name	Academic Qualifications	Working Experience	Current Position	Justifications for Nominating an Independent Director for Three Consecutive Terms	Shareholding
Independent Director	Ko, Yen-Hui	Bachelor’s Degree, Department of Accounting, Soochow University Masters Degree, Department of Accounting, Soochow University Entrepreneur Program, National Chengchi University	Lecturer at Soochow University, Department of Accounting Assistant Professor, Institute of Finance, National Chiao Tung University Keynote Speaker/Lecturer at the Professional Research Center for Civil Servants, Ministry of Economic Affairs Director/Vice President/President for Mainland China Branch of TEKOM Technology Co., Ltd. Independent Director of Level Biotechnology Inc.	Special Assistant to the Chairman of Clinico Inc. Director of CC&C Technologies, Inc. Independent Director of Sanlien Technology Corp. Member of Remuneration Committee of Sanlien Technology Corp. Member of Audit Committee of Sanlien Technology Corp. Independent Director of Level Biotechnology Inc. Member of Remuneration Committee of Level Biotechnology Inc. Member of Audit Committee of Level Biotechnology Inc. Member of the Remuneration Committee of GMI Technology Inc. Member of the Audit Committee of GMI Technology Inc. Member of the Sustainable Development Committee of GMI TechnologyInc.		0
Independent Director	Li, Wei-Chang	Master’s Degree, Graduate Institute of Geosciences, National Taiwan University	Assistant Manager of Gloridia Corporation President of the Diamond Industry Division, Kinik Company	President of the Diamond Industry Division, Kinik Company Director of Kinik Company Member of the Audit Committee of GMI Technology Inc. Member of the Remuneration Committee of GMI Technology Inc. Member of the Sustainable Development Committee of GMI TechnologyInc.		0

39

Job Title	Name	Academic Qualifications	Working Experience	Current Position	Justifications for Nominating an Independent Director for Three Consecutive Terms	Shareholding
Independent Director	Chou, Chung-Chi	Master of Science in Mathematics, Colorado State University, USA	Senior Consultant, Chairman’s Office, Chunghwa Telecom Co., Ltd. President of Taiwan Star Telecom Corporation Limited	Member of the Audit Committee of GMI Technology Inc. Independent Director of Yulon Motor Co., Ltd. Independent Director of Yulon Finance Corporation Independent Director of Standard Foods Corp.		0

Note1: Mr. Jan, Sen has served as an independent director of GMI Technology Inc. for five consecutive terms. Considering his expertise in business and corporate management, as well as his familiarity with relevant regulations, he has maintained an independent and objective stance during his tenure, providing professional and constructive advice that has significantly benefited the company. Therefore, he will be nominated again as a candidate for independent director, allowing him to continue exercising his responsibilities while leveraging his expertise to provide timely oversight and professional opinions.

The qualifications of the aforementioned nominees for the directors (including independent directors) have been reviewed and approved by the Company’s Board of Directors on May 9, 2025.

40

Attachment VIII. List of Newly Elected Directors Released from the Prohibition of Participating in Competitive Business

Title	Name	Adjunctpositions in other companies
Juristic Person Director	Dejie Investment Co., Ltd. Representative: Yeh, Chia-Wen	Chairman of Shiteh Organic Pharmaceutical Co., Ltd.
		Chairman of Hi-Jet Incorporation
		Chairman of Biofity Pharmaceuticals Inc.
		Chairman of Dejie Investment Co., Ltd.
		Chairman of Heng Hsuan Co., Ltd.
		Director of SmartBee Intelligence Company Ltd.
		Chairman of Global Mobile Internet Co., Ltd.
		Chairman of Rehear Audiology Company Ltd.
		Chairman of Unitech Computer Co., Ltd.
		Chairman of Unitech Electronics Co., Ltd.
		Chairman of Jingyong Computer Co., Ltd.
		Chairman of Jingho Computer Co., Ltd.
		Directors (legal representatives) of Unitech Electronics Co., Ltd., for its associate companies UAV, UEV, UJH, UCV, UAH,UEH,and UIH
		Directors of Unitech Electronics Co., Ltd., for its associate companies UTA,UTI,and UTJ
		Chairman of Xiamen Unitech Computers Co., Ltd.
		Director of GW Electronics Company Limited
Juristic Person Director	Dejie Investment Co., Ltd. Representative: Ivan Liu	Representative of GMI USA Corporation
Juristic Person Director	Dejie Investment Co., Ltd. Representative: Yeh, Po-Chun	Director of Unitech Computer Co.,Ltd.
		Director of Unitech Electronics Co., Ltd.
Juristic Person Director	Dejie Investment Co., Ltd. Representative: Wang, Kuo-Chang	Director of Unitech Computer Co., Ltd.
		Director of Unitech Electronics Co., Ltd.
Independent Director	Jan, Sen	Chairman of IKANO International Co., Ltd.
Independent Director	Ko, Yen-Hui	Special Assistant to the Chairman of Clinico Inc.
		Director of CC&C Technologies, Inc.
		Independent Director of Sanlien Technology Corp.
		Independent Director of Level Biotechnology Inc.
Independent Director	Li, Wei-Chang	President of the Diamond Industry Division, Kinik Company
		Director of Kinik Company
Independent Director	Chou, Chung-Chi	Independent Director of Yulon Motor Co., Ltd.
		Independent Director of Yulon Finance Corporation
		Independent Director of Standard Foods Corp.

41

Appendix I.

GMI Technology Inc. Articles of Incorporation

ppendix I.	GMI Technology Inc. Articles of Incorporation
Article	Stipulations
Chapter I. General Principles
Article1:	The Company is organized in accordance with the provisions of the Company Act and is named GMI TechnologyInc., (English name is GMI Technology Inc.).
Article2:	The scope of the Company’s business: 1. I301010 Information Software Services. 2. CC01060 Wired Communication Equipment and Apparatus Manufacturing. 3. CC01070 Telecommunication Equipment and Apparatus Manufacturing. 4. CC01080 Electronics Components Manufacturing. 5. F118010 Wholesale of Computer Software. 6. F119010 Wholesale of Electronic Materials. 7. F113050 Wholesale of Computers and Clerical Machinery Equipment. 8. F113070 Wholesale of Telecommunication Apparatus. 9. IZ99990 Other Industrial and Commercial Services. 10. F401010 International Trade. 11. I501010 Product Designing. 12. JE01010 Rental and Leasing Business. 13. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
Article3:	If the Company is a limited liability shareholder of his Company, the total amount of transferred investment may authorize the Board to do not be subject to the limit of 40% of the paid share capital as stipulated in Article 13 of the Companies Act. In addition, the Company requires external guarantee for business, not subject to Article 16 of the CompanyAct.
Article4:	The Company shall have its head office in Taipei City, and may, pursuant to a resolution adopted at the meeting of the Board of Directors, set up a branch office within or outside the territoryof the Republic of China.
Article5:	Deleted.
Chapter II. Shares
Article6:	The total capital of the Company is rated at NT$2 billion, divided into 200 million shares, NT$10 per share, of which unissued shares are authorized to be issued by the Board of Directors. The total capital reserved for NT$75 million is divided into 7.5 million shares, NT$10 per share for the exercise of the options under the warrants, special shares with the option or corporate bonds with the option.
Article 6-1.	The Company may assign to employees at a shareholders’ meeting on behalf of more than half of the total issued shares and at a shareholders’ voting rights at a lower price than the average price of the actual repurchase of shares, or issue employee stock warrants at a price lower than the closing price on the issue date.
Article7:	Deleted
Article8:	The Company’s shares are issued in registered form under the signatures or seals of the directors representing the Company and are certified in accordance with the law. The Company may issue shares without printing share certificate(s). However, the Company shall appoint a centralized securities custody enterprise/institution to make registration of such shares.
Article9:	Registration of share transfers shall be suspended for a 60-day period immediately prior to a general shareholders’ meeting; for a 30-day period immediately prior to an interim meetingof the shareholders;and for a 5-day period immediately prior to the record date

42

	for distribution of dividend, bonuses or other benefits. .	for distribution of dividend, bonuses or other benefits. .
Article 9-1.	In addition to the provisions of the laws and regulations, the Company’s share business operations shall be handled according to the rules of the “handling guidelines for public equitycompanies” issued bythe competent authority.
Chapter III. Shareholders’ Meeting
Article10:	Two types of shareholders’ meetings, sub-meetings and provisional meetings are held annually, and will be held by the Board of Directors within six months after the end of each accounting year. It will be summoned when necessary by law. The Company’s shareholders’ meeting may be a video conference or other announcement by the Ministry of Economic Affairs.
Article11:	If a shareholder cannot attend a shareholders’ meeting in person, he or she may appoint a proxy to attend and vote on behalf of the shareholder at the shareholders’ meeting by completing and submitting to the Company, a form prescribed by the Company stating the scope of authorization. All proxy appointments have to comply with Article 177 of the Company Act, and the Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meetings of Public Companies from the regulatoryauthority.
Article12:	Shareholders of the Company shall have one voting right per provided bylaw.	shareunless otherwise
Article13:	The shareholder will be the convener of the board, the chairman is the chairman of the board, and the chairman is absent by the chairman to appoint a director to act for any reason, if not specified by one of the directors. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutuallyselect a chair from amongthemselves.
Article 13-1.	The resolutions of shareholders’ meeting shall be required a majority (more than 50%) of vote of attending shares at a meeting attended by shareholders of a majority (more than 50%) of total issued shares or its proxies, subject to the provisions of the relevant laws and regulations. According to the competent authority, shareholders of the Company may also exercise voting rights electronically, and shareholders who exercise voting rights electronically are deemed to attend inperson.
Chapter IV. Director
Article14:	The Company set up seven to eleven directors for a term of three years, the election of directors according to Article 192-1 of the Company Act to adopt the candidate nomination system, elected by the shareholders on the list of candidates, and re-elected. After the Company issued shares in public, the total shareholding ratio of all its directors, according to the competent authority’s “public offering Company directors, supervisors share ratio and verification implementation rules”.
Article 14-1	The number of independent directors among the board members In the Company shall not be fewer than three, and they shall constitute no less than one-fifth of the total board seats. Their selection follows the nomination system specified in Article 192-1 of the CompanyAct.
Article 14-2	The Company has set up an audit committee according to Article 14-4 of the Securities Exchange Act, and the audit committee consists of all independent directors. The exercise of functions and related matters of the Audit Committee and its members are handled in accordance with the relevant laws and regulations of the Securities Exchange Act.
Article15:	The Board of Directors organized by more than two-thirds of the directors agreed to attend and attended by over half of the directors to promote the chairman and one vice chairman,and the chairman represents the Company.

43

Article 15-1	The Company’s Board of Directors may set up a remuneration committee or other functional committees due to business operation needs.
Article16:	When the chairman takes leave or for any reason cannot exercise the power, its acting shall be governed by Article 208 of the Company Act. Unless otherwise provided by the Company Act, resolutions of a Board meeting shall require the approval of a majority vote of the Directors present at a meeting that shall be attended by a majority of all Directors. When the director cannot attend for any reason, he has a power of attorney to set out the authority of the convener, and appoint other directors’ proxies to attend the Board, but the agent is limited to one person’s appointment. At a meeting of a board of directors, if the director of a video meeting is a video conference,it is considered to bepresent inperson.
Article 16-1	The meeting of the Board shall inform the Directors in writing seven days prior to stating the reasons. But in case of an emergency, we have to call it at any time. The convocation of theprecedingitem maybe notified bywritten,fax or e-mail.
Article17:	The remuneration of the directors of the Company is authorized by the Board according to the value and contribution of the director’s participation in the operation of the Companyand the usual level ofpeers.
Chapter V. Manager
Article18:	The Company may set up a general manager according to operational needs, its appointment, decommissioned and remuneration in accordance with Article 29 of the CompanyAct.
Chapter VI. Accounting
Article19:	The Company shall at the end of each accounting year, by the board of directors (1) business report (2) financial statements (3) the proposal of distribution of earnings or losses, etc., submitted to the general meeting of shareholders according to law for recognition.
Article20:	Deleted.
Article21:	If the Company has a profit for the year, no less than 0.1 percent shall be allocated. One is the employee remuneration, issued by the Board of Directors in stock or cash distribution, which includes employees of subordinate companies that meet certain conditions; the Company has the above profit amount, by the resolution of the Board of Directors to allocate no more than two percent to the director’s remuneration. . The distribution of employee and director’s remuneration shall be reported to the shareholders’ meeting. However, if the Company still has accumulated losses, the amount of compensation shall be retained in advance, and the remuneration of employees and directors’ remuneration is proportional to thepreceding.
Article 21-1	The Company’s annual calculation if there is a surplus, tax payment according to law, make up for the accumulated losses, and then raise 10% as a statutory surplus, but the statutory surplus has reached the Company’s paid-up capital amount, the rest will be listed or revolved in accordance with the law of special surplus; if there is a balance, and accumulate undivided With the surplus, the Board proposed a bill of earnings distribution, proposed by the shareholders’ meeting to decide to distribute dividends to shareholders. To build up the financial structure and take into account the interests of investors, the Company adopts a dividend balancing policy with no less than 30% of the distributable surplus for the year, and cash dividends will be issued for more than 10% of the dividend distributed for the year. If the dividend for the year is less than three yuan, the total dividend will be distributed.
Chapter VII. SupplementaryProvisions
Article22:	Theprovisions of the CompanyAct and related laws shall be handled in accordance with

44

theprovisions of the Articles of Incorporation.

Article23:

This charter was established on September 11, 1995. The first amendment was amended on October 22, 1996. The second amendment was amended on July 20, 1997. The third amendment was amended on October 27, 1997 The fourth amendment was amended on November 20, 1997. The fifth amendment was amended on March 30, 1998. The sixth amendment was amended on November 20, 1998. The seventh amendment was amended on February 12, 1999. The eighth amendment was amended on March 6, 1999. The ninth amendment was amended on August 2, 1999. The tenth amendment was amended on June 7, 2000. The eleventh amendment was amended on October 29, 2001. The twelfth amendment was amended on January 11, 2002. The thirteenth amendment was amended on May 3, 2002. The fourteenth amendment was amended on November 28, 2002. The fifteenth amendment was amended on February 6, 2003. The sixteenth amendment was amended on May 29, 2003 The seventeenth amendment was amended on June 23, 2004. The eighteenth amendment was amended on June 22, 2005. The nineteenth amendment was amended on June 23, 2006. The twentieth amendment was amended on June 21, 2007. The twenty-first amendment was amended on June 25, 2008. The twenty-second amendment was amended on June 23, 2009. The twenty-third amendment was amended on June 17, 2010. The twenty-fourth amendment was amended on June 21, 2012. The twenty-fifth amendment was amended on June 24, 2013. The twenty-sixth amendment was amended on June 21, 2016. The twenty-seventh amendment was amended on June 15, 2017. The twenty-eighth amendment was amended on June 17, 2019. The twenty-ninth amendment was amended on June 24, 2020. The thirtieth amendment was amended on June 23, 2022. The thirty-first amendment was amended on December 10,2024.

GMI Technology Inc. Chairman Yeh, Chia-Wen

45

Appendix II.

GMI Technology Inc. Rules and Procedures for Shareholders’ Meeting

• Article1: To establish a strong governance system and sound supervisory capabilities for the Company’s shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

• Article2: The rules of procedures for the Company’s shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

• Article3: Unless otherwise provided by law or regulation, the Company’s shareholders’ meetings shall be convened by the Board of Directors. Any change in the method of holding a shareholders’ meeting shall be resolved by the Board of Directors and shall be made at the latest before mailing the notice of the shareholders’ meeting.

• The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. However, the Company’s daily income capital reached more than NT$10 billion at the end of the last fiscal year or the foreign and mainland shareholders’ shareholders’ shareholders’ shareholdings in the recent fiscal year combined more than 30 percent of its shareholders’ shareholders’ shareholders’ shareholders’ shareholdings shall complete the transmission of the electronic file 30 days before the regular shareholders’ meeting. In addition, before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place. The shareholders’ meeting handbook and supplemental meeting materials referred to in the preceding paragraph shall be provided for the shareholders to review on the day of the shareholders’ meeting through the following methods:

• I. The materials shall be distributed on-site at the meeting place when holding physical shareholders’ meetings.

46

• II. The materials shall be distributed on-site at the meeting place as well as uploaded as electronic files to the video conference platform when holding hybrid shareholders’ meetings.

• III. The materials shall be uploaded as electronic files to the video conference platform when holding shareholders’ meetings through video conferencing.

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

• Election or resignation of directors, change of prospectus, capital reduction, application for cessation of public offering, director’s permission to compete, surplus capital transfer, fund transfer, dissolution of the Company, merger, division or the first paragraph of the Company Act, shall list and state its main content in the reasons of convocation. Moved by the time; its main content may be placed at a website designated by the securities authority or Company, and the website shall be published in the notice.

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

A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. However, a shareholder proposal is a proposal to urge a Company to promote public interest or to fulfill social responsibility, and the board may still be included in the motion. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.

Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

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

Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

47

Article4: For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy’s authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. However, the delegator before revocation is not limited.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail. is submitted after that time, votes cast at the meeting by the proxy shall prevail. After the proxy form has been submitted to the Company, if the shareholder intends to attend the meeting through video conferencing, a written notice of proxy cancellation shall be submitted to the Company 2 days prior to the meeting date. If the cancellation notice is submitted after that time, the votes cast at the meeting by the proxy shall prevail.

• Article5: The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

When holding a shareholders’ meeting through video conferencing, the Company shall not be subject to the aforementioned restrictions on the venue for shareholders’ meetings.

• Article6: The Company shall specify in its shareholders’ meeting notices the time and place of attendance registration and other matters to be noted for shareholders, solicitors, and proxies (hereinafter collectively referred to as “shareholders”).

• The time of attendance registration stated in the preceding paragraph shall be at least 30 minutes prior to the start time of the meeting. The place of attendance registration shall be clearly marked, and a sufficient number of suitable personnel shall be assigned to handle the registration. When the Company holds a shareholders’ meeting through video conferencing, attendance registration shall be accepted on the video conferencing platform of the shareholders’ meeting at least 30 minutes prior to the start time of the meeting. A shareholder who has completed the attendance registration shall be deemed to have attended the meeting in person.

48

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

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

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

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

When the Company holds a shareholders’ meeting through video conferencing, shareholders who intend to attend the shareholders’ meeting through video conferencing shall register with the Company at least 2 days before the date of the shareholders’ meeting.

When holding a shareholders’ meeting through video conferencing, the Company shall upload the shareholders’ meeting handbook, annual report, and other relevant meeting materials to the video conferencing platform for the shareholders’ meeting at least 30 minutes prior to the start time of the meeting and continue to disclose such materials until the meeting ends.

• Article 6-1. When holding a shareholders’ meeting through video conferencing, the Company shall specify the following particulars in the shareholders’ meeting notice:

• I. The procedures for shareholders to participate in the shareholders’ meeting through video conferencing and to exercise their rights.

• II. Actions to be taken if the video conference platform or participation in the video conference meeting is obstructed due to natural disasters, emergencies, or other force majeure events, including, but not limited to:

  • (I) To what time the meeting is postponed or from what time the meeting will reconvene if the above obstruction continues and cannot be removed, and, if applicable, the date to which the meeting is postponed or on which the meeting will reconvene.

  • (II) Shareholders who did not register to attend the original shareholders’ meeting by video conferencing may not attend the postponed or reconvened meeting.

  • (III) When the Company holds a hybrid shareholders’ meeting, in the event that the meeting cannot be reconvened through video conferencing, after

49

deducting the number of shares represented by the shareholders attending through video conferencing, if the total number of the remaining shares meets the minimum legal amount of meeting participants, the shareholders’ meeting shall continue. For the shareholders attending through video conferencing, their shares shall be counted toward the total number of shares represented by the shareholders present at the meeting; however, they shall be considered abstained in all proposals of that meeting.

  - (IV) The procedures for when the resolutions of all proposals have been announced and no extempore motion has been made.

• III. When holding a shareholders’ meeting through video conferencing, the Company shall specify the provisions of adequate alternative measures for shareholders who have difficulties attending the shareholders’ meeting through video conferencing.

• Article7: If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

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

• The shareholders’ meeting convened by the Board shall be attended by over half of the board of directors.

• If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

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

• Article8: The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the

50

registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

When holding the shareholders’ meeting through video conferencing, the Company shall keep records of shareholders’ enrollment, registration, attendance, questions asked, votes cast, and voting results and also make an uninterrupted audio and video recording of the proceedings of any shareholders’ meeting held through video conferencing.

The information as well as the audio and video recording mentioned in the preceding paragraph shall be properly preserved by the Company, and the audio and video recording shall be submitted to the personnel in charge of video conferencing on behalf of the Company for safekeeping.

The shareholders’ meeting is a video conference organizer. The Company is advised to record the video conference platform backstage operation interface.

• Article9: Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book or the sign-in cards handed in and the number of shares registered at the video conferencing platform plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chairman shall declare the meeting adjourned. When holding the shareholders’ meeting through video conferencing, the Company shall also declare the meeting adjourned on the video conferencing platform for the shareholders’ meeting.

• If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1 of Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within 1 month. When the Company holds a shareholders’ meeting through video conferencing, shareholders intending to attend the meeting through video conferencing shall re-register with the Company in accordance with Article 6.

51

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

• Article10: If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

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

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

• Article11: Before speaking, an attending shareholder must specify on a speaker’s slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker’s slip, the spoken content shall prevail. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder’s speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

• When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

• When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the

52

same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

When the Company holds a shareholders’ meeting through video conferencing, the shareholders attending through video conferencing may ask questions by text on the video conferencing platform for the shareholders’ meeting from the time the meeting is commenced by the chair until the meeting is adjourned, subject to a limit of two questions per motion of 200 words each, provided that the provisions in Paragraph I to V do not apply.

If the aforementioned question does not violate the regulations or is within the scope of the motion, it is appropriate to disclose the question on the video conferencing platform of the shareholders’ meeting for public information.

• Article12: Voting at a shareholders meeting shall be calculated based the number of shares. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

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

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

• Article13: A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. Shareholders who exercise voting rights in writing or electronic means are deemed to attend the shareholders’ meeting in person. However, the provisional motion and the amendment to the original motion are considered abstained, so the Company is

53

advised to avoid provisional motion and amendment to the original motion.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. However, the meaning before the declaration is withdrawn, is not limited to this.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders’ meeting in person or through video conferencing, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, 2 days before the date of the shareholders’ meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail. Except as otherwise provided in the Company Act and in the Company’s articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

When the Company holds a shareholders’ meeting through video conferencing, shareholders attended by video conferencing shall vote on each motion and election motion through the video conferencing platform from the time the meeting is commenced by the chair and shall complete the voting before the end of the voting is

54

announced by the chair; if the vote was made overdue, then it shall be deemed as they waived their rights.

When the Company holds a shareholders’ meeting through video conferencing, the counting operation must be a one-time count after the end of voting is announced by the chair, and then the chair shall announce the results of voting and election.

If a shareholder who registered to attend the video-assisted shareholders’ meeting through video conferencing in accordance with the provisions in Article 6 intends to attend a physical shareholders’ meeting, he or she shall exercise a declaration of intent to retract the registration with the same method as the registration was made 2 days prior to the day of the shareholders’ meeting; if the declaration of intent to retract was made overdue, then he or she may only attend the shareholders’ meeting by video conferencing.

If a shareholder exercises his or her voting rights by correspondence or electronically and does not retract his or her intent and attends the shareholders’ meeting by video conferencing, he or she may not exercise his or her voting rights on the original motion or propose amendments to the original motion or exercise his or her voting rights on amendments to the original motion, except for a temporary motion.

• Article14: The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

• Article15: Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

• The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

• The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.

• Where a video conference shareholders’ meeting is convened, in addition to the

55

particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders’ meeting, how the meeting is convened, the name of the chairperson and secretary, as well as the actions to be taken in the event of interruptions to the video conference platform or participation due to natural disasters, emergencies, or other force majeure circumstances shall also be included in the minutes.

When holding a shareholders’ meeting through video conferencing, the Company shall handle relevant matters in accordance with the preceding provision, and specify in the meeting minutes the provisions of the alternative measures to shareholders having difficulties attending the shareholders’ meeting through video conferencing.

• Article16: On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by the proxies, and the number of shares attended by correspondence or electronically, and shall make an express disclosure of the same at the place of the shareholders meeting; when holding a shareholders’ meeting through video conferencing, the Company shall upload the aforementioned information to the video conferencing platform for the shareholders’ meeting at least 30 minutes prior to the time the meeting commences and continue to disclose it until the meeting ends.

• When holding a shareholders’ meeting through video conferencing, the Company shall disclose the total number of shares in attendance on the video conferencing platform from the time the meeting is commenced by the chair. The same applies to the statistics on the total number of shares in attendance and number of votes during the meeting.

• If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or GreTai Securities Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

• Article17: Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

• The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband.

• At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.

• When a shareholder violates the rules of procedure and defies the chair’s correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

56

• Article18: When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

• If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

• Article19: When holding the shareholders’ meeting through video conferencing, the Company shall disclose the results of voting for each proposal and the election immediately after voting ends in accordance with the provisions and continue to disclose such information for at least 15 minutes after the meeting is adjourned by the chair.

• Article20: At the time of the Company’s video shareholders’ meeting, the chairman and recorders shall declare the address of that place at the same place in the country.

• Article21: As a video conference organizer, the Company may provide a simple connection test to shareholders before the meeting and provide relevant services immediately before and during the meeting to help deal with the technical issues of communication. Where the shareholders’ meeting is held through video conferencing, when declaring the meeting open, the chairperson shall also declare, unless under circumstances where a meeting is not required to be postponed to or resumed at another time according to Paragraph 4 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the video conference platform or participation is obstructed due to natural disasters, emergencies, or other force majeure circumstances before the chairperson declares the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or reconvened on another date within five days, in which case Article 182 of the Company Act shall not apply.

• In the event that the meeting shall be postponed or reconvened due to circumstances described in the preceding paragraph, shareholders who did not register to attend the original shareholders’ meeting by video conferencing may not attend the postponed or reconvened meeting.

• In the event that the Company shall postpone or reconvene the meeting in accordance with Paragraph II, for shareholders who registered to attend the original shareholders’ meeting by video conferencing and whose attendance registration was accepted but did not attend the postponed or reconvened meeting, the number of their shares, votes they exercised, and votes they received shall be counted toward the total number of

57

shares in attendance, exercised votes, and number of votes at the postponed or reconvened meeting.

In the event that the Company postponed or reconvened the meeting in accordance with the provisions in Paragraph II, the Company does not need to re-discuss or re-resolve the proposals with completed votes casting and counting and announced results of the voting, or elected list of directors and supervisors.

When the Company holds a hybrid shareholders’ meeting, and the video conference meeting cannot continue due to circumstances described in Paragraph II, if the total number of shares represented at the meeting after deducting those represented by the shareholders attending through video conferencing still meets the minimum legal requirement for a shareholders’ meeting, then the meeting shall continue without the need to postpone or reconvene in accordance with Paragraph II.

In the event that the meeting shall continue under the circumstances described in the preceding paragraph, for shareholders attending the shareholders’ meeting by video conferencing, the number of their shares shall be counted toward the total number of shares in attendance; however, they shall be considered abstained in all proposals of that meeting.

When postponing or resuming a meeting according to Paragraph II, the Company shall handle the preparatory work based on the date of the original shareholders’ meeting in accordance with the requirements listed under Paragraph 7 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

The Company shall hold the postponed or reconvened shareholders’ meeting in accordance with the provisions in Paragraph 2 on the dates within the period specified in the second half of Article 12 and Paragraph 3 of Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies as well as Paragraph 2 of Article 44-5, Article 44-15, and Paragraph 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

• Article22: When holding a shareholders’ meeting through video conferencing, the Company shall provide adequate alternative measures available to shareholders with difficulties in attending a video conferencing shareholders’ meeting.

• Article23: These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be affected in the same manner.

On May 29 2003 the shareholders’ meeting agreed to implement these rules. The first amendment was made on June 23, 2006.

The second amendment was made on June 21, 2012.

The third amendment was made on June 18, 2013.

58

The fourth amendment was made on June 17, 2019. The fifth amendment was made on June 24, 2020. The sixth amendment was made on June 23, 2022.

59

Appendix III.

GMI Technology Inc.

Rules for Director Elections

Article1:	For the purpose of fair, just, and open election of directors, these Rules are adopted
	pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles
	for TWSE/TPEx Listed Companies.
Article2:	Unless otherwise provided by laws and regulations or the Company’s Articles of
	Incorporation, the Directors of the Company shall be duly elected in accordance with
	the Rules specified herein.
Article3:	The overall composition of the board of directors shall be taken into consideration in
	the selection of the Company’s directors. Members of the Board shall generally
	possess the knowledge, skills and skills necessary to perform their duties, and their
	overall capabilities are as follows:
	I. The ability to make judgements about operations.
	II. Accounting and financial analysis ability.
	III. Business management ability.
	IV. Crisis management ability.
	V. Knowledge of the industry.
	VI. International market perspective.
	VII. Leadership ability.
	VIII. Decision-making ability.
Article4:	The qualifications of the Independent Directors of the Company shall comply with
	the Articles 2, 3 and 4 of the Regulations Governing Appointment of Independent
	Directors and Compliance Matters for Public Companies.
	The election of the Independent Directors of the Company shall comply with Articles
	5, 6, 7, 8 and 9 of the Regulations Governing Appointment of Independent Directors
	and Compliance Matters for Public Companies, and shall be conducted in accordance
	with Article 24 of the Corporate Governance Best-Practice Principles for
	TWSE/GTSM Listed Companies. .
Article5:	Elections of the Corporation’s Directors shall be conducted in accordance with the
	candidate nomination system and procedures set out in Article 192-1 of the Company
	Act.
Article6:	The cumulative voting method shall be used for election of the Directors at the
	Company. Each share will have voting right in number equal to the Directors to be
	elected, and may be cast for a single candidate or split among multiple candidates.
Article7:	Election ballots shall be printed by the Board of Directors numbers corresponding to
	the directors to be elected. The number of voting rights of the shareholder shall be
	specified on the ballots, which shall then be distributed to the attending shareholders
	at the shareholders’ meeting. Attendance card numbers printed on the ballots may be
	used instead of recording the names of voting shareholders.

60

Article8:	The number of Directors will be as specified in the Company’s Articles of
	Incorporation, with voting rights separately calculated for Independent and
	non-Independent Director positions. Those receiving ballots representing the highest
	numbers of voting rights will be elected sequentially according to their respective
	numbers of votes. When two or more persons receive the same number of votes, thus
	exceeding the specified number of positions, they shall draw lots to determine the
	winner, with the chairperson drawing lots on behalf of any person not in attendance.
	Except as approved by the competent authority, the Company shall have more than
	half of the seats among the directors and shall not have the following relationship:
	(I) Spouse.
	(II) Relatives within the second class.
	The Company convened a shareholders’ meeting to elect directors. When the original
	elected person does not comply with the previous provisions, the votes obtained from
	the non-compliant directors represent the lower right of the election, he is elected to
	lose its effect.
	The vacancies of the elected directors have been checked to confirm that their
	personal data do not match or are elected as ineffective in accordance with the
	relevant laws and regulations.
	Directors’ votes were elected by independent directors and non-independent directors.
	The Company does not elect supervisors when setting up an audit committee.
Article9:	Before the election begins, the chair shall appoint a number of shareholders as
	supervising personnel and counting personnel to perform the respective duties of vote
	monitoring. Ballot boxes prepared by the Board of Directors and tested by the
	scrutineers before voting.
Article10:	The electoral person must include the name of the elected person or account name in
	the “Elected person” field. However, when a government or legal shareholder is an
	elected person, the name of the government or legal person, the name of the
	government or legal person and the name of its representative, if there are a number
	of representatives, the names of representatives shall be added respectively.
Article11:	A ballot is invalid under any of the following circumstances:
	I. The ballot was not prepared by a person with the right to convene.
	II. A blank ballot is placed in the ballot box.
	III. The writing is unclear and indecipherable or has been altered.
	IV. The candidate whose name is entered in the ballot does not conform to the
	director candidate list.
	V. Any characters other than the name of the person being elected or the name of
	the account.
	VI. Those who have two or more electors on the same ballot.
Article12:	After voting on the spot, the billing results announced by the chairman on the spot the
	list of directors elected.
Article13:	The elected directors shall be notified by the Board of Directors of the Company of

61

their election.

• Article14: The Rules shall be implemented after approval by a shareholders’ meeting. Same applies when amended.

These Regulations were approved for implementation by the shareholders’ meeting on May 29, 2003.

The first amendment was made on June 21, 2007.

The second amendment was made on June 21, 2012.

The third amendment was made on June 17, 2019.

The fourth amendment was made on July 22, 2021.

62

Appendix IV.

Shareholding of All Directors

• I. The total number of shares issued by the Company amounted to 162,625,455 shares as at the closing date of the 2025 Annual Shareholders’ Meeting (April 27, 2025).

• II. According to the “Implementation Rules for Public Issue Directors, Supervisors Shareholding and Verification Rules”, all directors shall hold a statutory minimum of 9,757,527 shares.

• III. The shareholders’ shareholdings of individual and all directors’ shareholders’ shareholdings as at the date of the shareholders’ meeting cessation (April 27, 2025) are as follows:

Title	Name	Number of shares held on book closure date
Chairman	Dejie Investment Co., Ltd. Representative: Yeh, Chia-Wen	52,782,278
Director	Dejie Investment Co., Ltd. Representative: Hsu, Li-Li
Director	Dejie Investment Co., Ltd. Representative: Ivan Liu
Director	Dejie Investment Co., Ltd. Representative: Wang, Kuo-Chang
Director	Dejie Investment Co., Ltd. Representative: Shen, Che-Sheng
Independent Director	Jan, Sen	0
Independent Director	Ko, Yen-Hui	0
Independent Director	Li, Wei-Chang	0
Independent Director	Chou, Chung-Chi	0
Total		52,782,278

63

Appendix V.

Effect of the Gratis Issue on the Company’s Operating Results, Earnings per Share and Shareholders’ Return on Investment

f the Gratis Issue on the Company’s Operating Results, Earnings per Share areholders’ Return on Investment	f the Gratis Issue on the Company’s Operating Results, Earnings per Share areholders’ Return on Investment	f the Gratis Issue on the Company’s Operating Results, Earnings per Share areholders’ Return on Investment	f the Gratis Issue on the Company’s Operating Results, Earnings per Share areholders’ Return on Investment
Unit: NT$1,000(except EPS is NT$)
Year Items			2025 (Estimate)
Beginning paid-in capital(NT$)			1,626,254
Distribution of dividends this year	Cash dividendper share(NT$)		1.4
	Number of allotted shares per share for capital increase from earnings(share)		—
	Number of allotted shares per share for capital increase from capital reserve(share)		—
Change in operating performance	Operating profit		inapplicable
	Operating profit increase (decrease) ratio over the same period lastyear
	Net income after tax
	Net income after tax increase (decrease) ratio over the sameperiod lastyear
	Earningsper share
	Earnings per share increase (decrease) ratio over the sameperiod lastyear
	Average annual return on investment (annual average P/E ratio)
Pro-forma earnings per share and P/E ratio	If capital increase by retained earnings is entirely replaced by cash dividend distribution	Pro-forma earnings per share
		Pro-forma average annual return on investment return on investment of return on investment
	If capital reserve is not used for capital increase	Pro-forma earnings per share
		Pro-forma average annual return on investment return on investment of return on investment
	If capital reserve to capital increase has not yet been undertaken and the surplus to capital increase is changed to cash dividend	Pro-forma earnings per share
		Pro-forma average annual return on investment return on investment of return on investment

Note: The Company has not announced the 2025 financial forecast, so there is no need to disclose the 2025 estimate information.

64