JDS — AGM Information 2020

Jul 30, 2020

==> picture [71 x 62] intentionally omitted <==

JOURDENESS GROUP LIMITED

2020 Annual Shareholders’ Meeting Meeting Agenda

(Translation)

June 18, 2020

==> picture [71 x 62] intentionally omitted <==

Table of Contents

	Table of Contents	Table of Contents
I.	Meeting procedure		1
II.	Agenda procedure		2
		1. Reporting matter	4
		2. Acknowledging matter	6
		3. Discussion matter	7
		4. Election	8
		5. Extempore motion	8
III.	Attachment
	1.	Business report for 2019	9
	2.	Audit committee’s audit report	13
	3.	Report on issuing the first unsecured convertible corporate bonds in the Republic of	15
		China
	4.	Comparison Table for Amended Articles of the Procedural Rules of Board Meetings	16
	5.	Accountant's Check Report and 2019 Consolidated Financial Statements	18
	6.	Earnings Distribution Table	29
	7.	Comparison Table for Amended Articles of the Memorandum of Association	30
	8.	Comparison Table for Amended Articles of the Procedure of Lending Capital to Others	39
	9.	Comparison Table for Amended Articles of the Procedural Rules of General Meeting	41
	10.	Comparison Table for Guidelines Governing Election of Directors.	51
	11.	Candidates List for Directors and Independent Directors	54
IV.	Appendix
	Shareholdings of all Directors		57
	Procedural Rules of General Meeting		58
	Guidelines Governing Election of Directors		66
	The	Company’s Articles of Association (English version)	69
	Other reference		121

1

==> picture [71 x 62] intentionally omitted <==

I. MEETING PROCEDURE

2020 Shareholder Standing Meeting Procedure

1. Announcement of meeting

2. Addresses by Chairman

3. Reporting matter

4. Acknowledging matter

5. Discussion matter

6. Election

7. Extempore motion

8. Adjournment

9. 1 -

==> picture [71 x 62] intentionally omitted <==

II. AGENDA PROCEDURE

Agenda of 2020 shareholder standing meeting

Date: 9 a.m. (Thursday) June 18, 2020

Venue: No. 816, First section, Zhongqing Rd, North District, Taizhong (International Conference Hall, Story 8, BIO-Jourdeness International Group Co., Ltd)

1. Announcement of meeting (reporting attendance)

2. Addresses by Chairman

3. Reporting matter

4. (I) Business report for 2019.

5. (II) The Audit Committee reviewed the 2019 annual final accounting books and statements.

6. (III) Report on the remuneration distribution of employees and directors in 2019.

7. (IV) The 2019 appropriation of earnings plan for cash dividends.

8. (V) Report on issuing the first unsecured convertible corporate bonds in the Republic of China.

9. (VI) Proposal for amendments to the “Procedural Rules of Board Meetings.”

10. (VII)Explanation of the necessity and reasonableness of the aggregate amount of endorsements/guarantees that is set as the ceiling of the Company and subsidiaries

as a whole, reaching 50% or more of the net worth of the Company.

1. Confirming matter

2. (I) Business report and final accounts for 2019.

3. (II) 2019 Earnings distribution proposal.

4. 2 -

==> picture [71 x 62] intentionally omitted <==

1. Discussion matter

2. (I) Proposal on amending the "Articles of Association".

3. (II) Proposal on amending “Procedure of lending capital to others”.

4. (III) Amendment to the “Procedural Rules of General Meeting.”

5. (IV) Amendment to the “Guidelines Governing Election of Directors.”

6. Election

7. (I) Election of all of the directors.

8. Extempore motion

9. Adjournment

10. 3 -

==> picture [71 x 62] intentionally omitted <==

Reporting matter

Proposal I: (Proposed by the Board of Directors)

• Case: Business report for 2019 for public inspection.

• Note: The Company’s Business report for 2019, please refer to Attachment I. （Page9~Page12）

Proposal II: (Proposed by the Board of Directors)

• Case: The Audit Committee reviewed the 2019 annual final accounting books and statements for public inspection.

• Note: Audit Committee’s audit report, please refer to Attachment II. （Page13）

Proposal III: (Proposed by the Board of Directors)

• Case: Report on the remuneration distribution of employees and directors in 2019 for public inspection.

• Note: The company's 2019 profit was NT$470,465,697. It is proposed to distribute employee compensation (including subordinate companies) according to the Taiwan Company Act and the company's articles of association. The directors' compensation NT$5,103,637 is not intended to be distributed.

Proposal IV: (Proposed by the Board of Directors)

Case: Business report for 2019 for public inspection.

• Note: 1.This item is carried out in accordance with Article 129 of the Company’s Articles of Incorporation to authorize the distributable dividends and bonuses in whole or in part being paid in cash after a resolution has been adopted by the Board of Directors, and in addition, a report of such distribution shall be submitted to the shareholders meeting.

• 2.Distributed shareholders bonuses of NTD 243,658,800 as cash dividends, at NTD 4 per share, cash dividends will be distributed pro rata and rounded down to the nearest NTD 1 with the sum of all fractional dividends less than NTD 1 being recognized as other income of the Company.

• 3.Upon the approval at the meeting of the Board of Directors, it is proposed that the Chairman of the Board of Directors be authorized to resolve the ex-dividend date, distribution date, and other relevant issues. Subsequently, if the number of total shares outstanding has changed, such that the ratios of the stock dividends are affected, the Chairman of the Board of Directors is authorized to make adjustment.

• 4 -

==> picture [71 x 62] intentionally omitted <==

Proposal V: (Proposed by the Board of Directors)

Case: Issuance of the transfer of corporate bonds without endorsements for the first time in the Republic of China.

Note: About issuing the first unsecured convertible corporate bonds in the Republic of China, please refer to Attachment III. （Page 14）

Proposal VI: (Proposed by the Board of Directors)

Case: Amendment to the “Rules for Board of Directors Meetings”.

• Note: Amendment to the “Rules for Board of Directors Meetings” is based on the announcement made by the Financial Supervisory Commission R.O.C. (Taiwan) on January 15th, 2020, FSC issue number 1080361934, and the Taiwan Stock Exchange Corporation (TWSE) on January 16th, 2020 (Ref. No. 1090000926). Please refer to Attachment IV. (Page15~Page17)

Proposal VII: (Proposed by the Board of Directors)

• Case: Explanation of the necessity and reasonableness of the aggregate amount of endorsements/guarantees that is set as the ceiling of the Company and subsidiaries as a whole, reaches 50% or more of the net worth of the Company.

• Note: According to the amendments of the “Regulations Governing the Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” released on March 19th, 2010 by the Financial Supervisory Commission R.O.C. (Taiwan), It is stipulated that if the aggregate balance of endorsements/guarantees by the public company and its subsidiaries reaches 50 percent or more of the public company's net worth, an explanation of the necessity and reasonableness should be made at the shareholders meeting. Explanation as below:

• Necessity

  • The Company’s country of incorporation is in the Cayman Islands. It is the listed entity of the Jourdeness Group after returning to Taiwan to be listed as a security. There are no operation activities in the Cayman Islands. Major operations of the Group are in Taiwan, Mainland China, and Malaysia. The Company’s major income is derived from income from long-term investments on stocks of the subsidiaries of direct or indirect investments. In order to strengthen the effectiveness of using the resources and the flexibility of capital movement of operations within the Group, regarding the credit limit of the credit agreement with the financial institutions, the Company and its subsidiaries would be able to make endorsements/guarantees for the Company on the basis of their current credit already established with various financial

• 5 -

==> picture [71 x 62] intentionally omitted <==

institutions. This allows the Company to be able to obtain the limit successfully with better credit agreement terms and conditions when there is demand for the working capital. This reduces the operations risks and strengthens the Company’s overall competition, which is a needed move for the Group’s overall development.

1. Reasonableness

The Company’s current major operations are in Taiwan, Mainland China, and Malaysia. Each region’s economic growth is different, the working capital required by the Company’s operations must be supported by the appropriation of earnings of each of the subsidiaries. The payment procedures for the appropriation of earnings and the schedule were affected by changes in local government regulations and tax policies. In order to reduce the Company’s operational risks and to ensure the timeliness of the operation, each of the subsidiaries is to assist in obtaining credit agreements with the financial institutions by making endorsements/guarantees. Thus, this response plan has its reasonableness.

1. Until the end of February 2020, the Company’s guaranteed aggregate amount as a whole is NTD 383.75 million, which reaches the Company’s net worth of 20.54%. The current endorsements/guarantees are limited to the Company.

Acknowledging matter

Proposal I: (Proposed by the Board of Directors)

Case: Business report and final accounts for 2019 for confirmation.

• Note: 1. The Company’s 2019 Operation and Business Report and Consolidated Financial Statement were approved at the meeting of the Board of Directors. Of which, the Financial Statement was audited and signed off by CPA Cheng-Chun Chiu and CPA Tzu-Jung Kuo of Deloitte & Touche, Taiwan. The aforementioned Financial Statement and Operation and Business Report were submitted to the Audit Committee for review and a report was established.

• For the 2019 Operation and Business Report, CPA Review Report, and Consolidated Financial Statement, please refer to Attachment I (Page9~Page12), Attachment V (Page 18~Page28).

• For confirmation.

Resolution:

• 6 -

==> picture [71 x 62] intentionally omitted <==

Proposal II: (Proposed by the Board of Directors)

Case: 2019 Earnings distribution proposal for confirmation.

• Note: The appropriation of earnings plan for 2019 was approved by the Board of Directors and submitted to the Audit Committee for review which has been completed. Please refer to Attachment VI (Page 29).

• Resolution:

Discussion matter

Proposal I: (Proposed by the Board of Directors)

Case: Proposal on amending the "Articles of Association" for discussion.

Note:

1. In accordance with the letter from the Taiwan Stock Exchange Corporation (TWSE) on December 25, 2019, TWSE No. 1080023568, the company's articles of association are proposed to be revised.

2. Please refer to Attachment VII for the revised provisions of the Articles of Association. (Page 30~page 38)

3. For discussion.

Resolution:

Proposal II: (Proposed by the Board of Directors)

Case: Proposal on amending “Procedure of lending capital to others” for discussion.

Note:

1. In accordance with the letter of Financial Supervisory Commission R.O.C. No. 1080330023 of September 12, 2019, it is proposed to amend some of the provisions of the Company's " Procedure of lending capital to others ".

2. Please refer to Attachment VIII for the revised provisions. (Page 39~page 40).

3. For discussion.

Resolution:

Proposal III: (Proposed by the Board of Directors)

Case: Amendment to the “Procedural Rules of General Meeting” Please proceed to discussion.

• Note: 1. Partial articles of the Company’s “Procedural Rules of General Meeting” to be amended based on the announcement by the Taiwan Stock Exchange Corporation (TWSE) on January 2nd, 2020 (Ref. No. 10800242211).

• Please refer to Attachment IX for the revised provisions. (Page 41~page 49)

• 7 -

==> picture [71 x 62] intentionally omitted <==

3. For discussion.

Resolution:

Proposal IV: (Proposed by the Board of Directors)

Case: Amendment to the “Guidelines Governing Election of Directors”

• Note: 1. Partial articles in the “Guidelines Governing Election of Directors” to be amended in response to legal updates.

• Please refer to Attachment X for the revised provisions. (Page50~page x53)

• For discussion.

Resolution:

Election

Proposal I: (Proposed by the Board of Directors)

Case: Election of all of the Company’s directors.

• Note: 1. According to the Company’s Articles of Incorporation, there would be 5 to 11 directors and no less than 3 independent directors. It is intended to elect 9 directors (including 3 independent directors) at this year’s Annual Shareholders Meeting. The tenure of the directors will last for 3 years from June 18, 2020 to June 17, 2023.

• The election of the Company’s Directors (including independent directors) is to be conducted under the "candidate nomination system" in accordance with the Company’s “Guidelines Governing Election of Directors” (Appendix III).

• The Directors (including independent directors) shall be elected from the nominated candidates whose qualifications have been reviewed and approved at the meeting of the Board of Directors on May 7, 2020. The qualifications, experiences, numbers of shares held, and related information of the candidates can be found in Attachment XI under the “Candidates List for Directors and Independent Directors” (Page 54~Page56).

• Please proceed with election.

Election outcome:

Extempore motion

Adjournment

• 8 -

Attachment I

==> picture [71 x 62] intentionally omitted <==

JOURDENESS GROUP LIMITED Business report for 2019

I. Business philosophy

"Honesty, Trust, Sustainable management" is the business philosophy that the Group has consistently adhered to. The Group has always adhered to the publicity strategy that advertising and general publicity serves only as supplement, instead, we insist on relying on products, services, technology, and customers' word of mouth to endorse for realizing the goal of creating a "100-year brand, a century-old enterprise".

The Group's main business are R&D, manufacturing and sales of beauty, body products and courses. Products include water, sunscreen, lotion, oil, mask, cleaning, essence and cream, and other beauty and body products, as well related SPA courses. By pursuing high quality and R&D of skin care products and courses suitable for oriental women's skin, we can let consumers in the course seeking beauty feel more assured in using the skin care products and courses produced by the Group. That is our persistence on products and services.

The Jourdeness brand is entering its 32nd year in the market. It had started out from zero and small-scale to what it is now. As the different types of business models of direct chain stores, medical cosmetology collaboration, franchising and licensing, e-commerce, physical channels and so on, have grown mature and steady, the brand will move towards professional OEMs, regional distributors, sales in department stores, and the South East Asian market in the future.

II. Implementation overview

There are about 640 direct and franchised stores in Taiwan, mainland China and Malaysia with more than 270 thousand members. With the best quality and service, the Group has a complete range of rigorous education and training, education centers in all districts. In software or hardware, we have strict requirements for the implementation of each internship operation. We use high-tech equipment to provide top-level services.

The Group has set up R&D bases in Taiwan and Guangzhou factories to put in place new materials development, formula development, process technology research, skin quality testing, patent research and other departments. From new raw material development, raw material inspection, product research and development to production, QC and packaging, we depend on ourselves, all because of the highest quality care products to customers.

• 9 -

Attachment I

==> picture [71 x 62] intentionally omitted <==

III. Business plan implementation results

Unit: NT$ in thousand

Item	2019	2018	Changes amount
Operating income	3,252,265	3,108,496	143,769
Operating cost	(760,502)	(721,270)	(39,232)
Operating margin	2,491,763	2,387,226	104,537
Operating expense	(1,799,723)	(1,686,535)	(113,188)
Operating interest	692,040	700,691	(8,651)
Non-operating income (expenditure)	(41,156)	20,070	(61,226)
Before-tax net profit (net loss)	650,884	720,761	(69,877)
Income tax expense	(180,418)	(193,236)	12,818
Net profit for the current period (net loss)	470,466	527,525	(57,059)
Net profit (loss) attributable to:
Owners of the parent company	470,466	527,525	(57,059)
Joint control of predecessor rights	-	-
	470,466	527,525	(57,059)

IV. Operating income and expenditure budget execution

In the 2019, there was no public financial forecast, so there was no budget.

V. Profitability analysis

Popular products in 2019 for the Group were such as the BA-5 Intensive Series and Platinum Intensive Whitening Series, which were well-liked by the members, launched simultaneously in the mainland area with great results in sales. This led to an increase in sales performance for 2019. In addition, the 2019 cross-industry alliance with cosmetic surgery clinics in the mainland area provides members the option of advanced skin management, a business model which creates double wins for the members and the Company. Thus, this new “double beauty” business model is showing great achievements. The year 2019 witnessed a continuous increase of the operations performance for direct chain stores in the mainland area, and engagement with the medical cosmetology industry helps members to receive better beauty care, leading to significant growth in the Group’s service revenue. This helps with efficient management of expenses and fees, direct chain stores rent, salaries, and so on. Operation expenses, which have increased as compared to the same period from previous years, are still within control. It is expected to continue to maintain the Group’s growth performance in the future.

• 10 -

Attachment I

==> picture [71 x 62] intentionally omitted <==

The Group continues to actively develop new products, pays attention to the development trend of the beauty industry, plans the best sales solutions for beauty and body courses and products, and steadily moves towards refinement and high service quality objectives, and through sales promotion and effective cost and expense reduction we return high profits to shareholders for their long-term support.

VI. Research and development status

The Group's technology sources are mainly self-development and academic cooperation. The R&D center is responsible for new material development, formulation development, process technology research and patent research etc. The core value of the Group’s products lies in the professional formula research and development. We provide exclusive skincare products to our members that are carefully tailored for different skin types. The R&D center of the Group pays close attention to the overall development trend of the facial and body care industry; therefore, we continue to develop advanced and innovative products and packages. In 2017, we applied for trademark registration of the anti-pollution component, Exotic PHT, in the Republic of China, while in 2018, through our independent research and development we produced the all-purpose anti-aging whitening ingredient, Carita JD, and applied for trademarks in People’s Republic of China, Republic of China, and Malaysia. Furthermore, we applied multiple patents for Caritas JD, establishing a solid foundation for our R&D. In 2018, a patented whitening and anti-aging skin care raw material, Caritas JD, was researched and developed, using BGKT integrated technology. Caritas JD was used in the new products “Platinum Intensive whitening Dark Spot Eraser”, and “Platinum Intensive whitening Cream”, which has won recognition for a Silver Award in the International Trade Fair for Ideas, Inventions & New Products (iENA) in Germany, Gold and Special Award for International Exhibition of Inventions Geneva, and the Bronze Award for National Biotechnology and Medical Care Quality Awards in Taiwan.

Our Research and Development (R&D) Center is not limited to independent technology. It also involves in-depth scientific research in the long run. In 2016, the Company co-developed a highly functional patented plant extract raw material with Japan’s Technoble Company and Japan’s Pharmaceutical Research and Technology Institute, Kindai University.

In 2018, the Company signed an MOU with Providence University for academia-industry collaboration to realize innovative R&D for applications, creating related products and service that meet our demands. In 2019, we signed a Membership Agreement with NCHU Global Research & Industry Alliance, National Chung Hsing University. In February 2020, we joined Hungkuang University in the “Novel Cosmetic Product Development and Technology Service Alliance Project” under the Academia-Industry Research Alliance Program, Ministry of Science and Technology. Many aspects of collaboration with the Group were carried out through the academia-industry capacity, co-developed new technology in the field of beauty care, expanding our geographical reach into the international market, leading the development of the beauty care industry.

• 11 -

Attachment I

==> picture [71 x 62] intentionally omitted <==

The results of new product development in 2019 and 2020 of the Republic of China are as follows:

Year	New products
2019	Tea Tree Oil, BA-5 Muscle Firming Diamond Powder Mask, Super Firm V-Face Cream (Upgraded Version), BA-5 Intensive Anti-aging Liquid, Relax Essential Oil Series, Obsidian Aurora Mask, Obsidian Bounty Moist Essence Capsule, Make-up (Pixie-kiss Hydrating Lip Balm, Radiant Hydrating Lip Gloss), Protective series (Herbal Mosquito Repellent Spray, Anti-virus Wet Wipes), Hand Cream Series (Iris Flower Moisturizing Hand Cream, Lavender Soothing Hand Cream, Cherry Leaf Brighten Hand Cream, Dragon Blood Essential Oil Beauty Hand Cream, Green Tea Extract (Polyphenol) Hand Cream), Dragon Blood’s Series products (Dragon Blood Essential Oil Beauty Handmade Soap, Dragon Blood Beauty Cleansing Oil), Dragon Blood Beauty Cleansing Mousse, Dragon Blood Beauty Lotion, Dragon Blood Firming Repair Mask, Dragon Blood Wake Up Essential Oil Rolling Ball, Dragon Blood Gromwell All-purpose Cream), Plant Care Products (Rose, Iris Moisturizing Lip Balm, Iris Flower Balm, Orange Blossom Balm, Lavender Balm, Lavender Soothing Lip Balm, Cherry Blossom Leaf Balm, Cherry Leaf Brightening Lip Balm, Green Tea Polyphenol Balm, Green Tea Polyphenol lip balm, tea tree oil control lotion, tea tree K acne essence), Rose Crystal Cleansing Mousse, Extra-hydrating Brightening Series (Extra-hydrating Brightening Lotion, Extra-hydrating Brightening Crystal Ball Essence, Extra-hydrating Brightening Emulsion, Extra-hydrating Brightening Day Cream, Extra-hydrating Brightening Night Cream
2020	Platinum intensive whitening mask series, Sakura snow series – Tranexamic Acid Whitening Toner, Tranexamic Acid Whitening Serum, Tranexamic Acid Whitening Lotion, Tranexamic Acid Whitening Mask, Crystal Radiance Brightening Emulsion, Eucalyptus Aromatherapy Specialist, Geranium Aromatherapy Specialist, Palmarosa Aromatherapy Specialist

Chairman

Management team:

Accounting supervisor:

• 12 -

Attachment II

==> picture [71 x 62] intentionally omitted <==

JOURDENESS GROUP LIMITED Audit committee’s audit report

Appropriate

The Board of Directors has sent the Company's Business report for 2019, Consolidated Financial Statements and Earnings Distribution Proposals etc., of which the Consolidated Financial Statements have been verified by CPA Cheng-Chun Chiu and CPA Tzu-Jung Kuo of Deloitte & Touche, who issued an unqualified opinion check report. The above-mentioned Operating Report, Consolidated Financial Statements and Earnings Distribution Proposal have been checked by the Audit Committee considered having no disagreement. According to Article 14.4 of the Securities and Exchange Act and Article 219 of the Taiwan Company Act, this report is prepared for verification.

Thereby

Shareholder Outstanding Meeting 2020, Jourdeness Limited

JOURDENESS GROUP LIMITED

Convener of the Audit Committee:

March 26, 2020

13

Attachment III

==> picture [71 x 62] intentionally omitted <==

JOURDENESS GROUP LIMITED Report on issuing the first unsecured convertible corporate bonds in the Republic of China

1. First unsecured convertible corporate bonds begin to be listed and traded on the TPEx in the Republic of China on December 28, 2018.

2. The amount of the first unsecured convertible corporate bonds in the Republic of China is NT$7.5 billion.

3. The conversion price for this convertible corporate bonds at time of issuance is NT$111, the conversion price was adjusted to NT$106.7 on July 29, 2019 due to ex-dividend.

4. As of April 30, 2020, the number of shares that have been requested for share exchange to ordinary shares is 0 share, and the share exchange amount is NT$0, in accordance with the procedure for share exchange by creditors.

14

Attachment IV

==> picture [71 x 62] intentionally omitted <==

JOURDENESS GROUP LIMITED Comparison Table for Amended Articles of the Procedural Rules of Board Meetings

	Amended article	Original article	Explanation
	Article 5 Guidelines for Time and Place of a Board Meeting The time and place of the Board meeting to be convened shall be convenient for Directors’ attendance and shall beat the principal office and office hours of the Company oran opportune time and place for holding a Board meeting.	Article 5 Guidelines for Time and Place of a Board Meeting The time and place of the Board meeting to be convened shall be convenient for Directors’ attendance and shall be an opportune time and place for holding a Board meeting.	Revised per the amendments to Sample Template for XXX Co., Ltd. Rules of Procedure for Board of Directors Meetings promulgated by the Taiwan Stock Exchange Corporation (Public Announcement No. Taiwan-Stock-Shang- 0950103919 dated September 27 and Public Announcement No. Taiwan-Stock-Governance- 1060018313 dated September 27, 2017).
	Article 6 Chairman of Board Meetings and Agent Meetings of the Board of directors called by the Chairman of the Board shall be chaired by the Chairman of the Board.However, the first Board meeting of a new term shall be convened by the Director who has received the ballots representing most voting rights at a general meeting with the Director with power to convene the Board meeting to act as chairman of the Board meeting. In case there are two Directors having the power to convene such Board meeting, the chairman of the Board meeting shall be elected from among the two Directors by themselves. For meetings of the Board of Directors called	Article 6 Chairman of Board Meetings and Agent Except as otherwise provided in the Articles, the Board meeting shall be convened by the Chairman who shall act as chairman of Board meetings. However, the first Board meeting of a new term shall be convened by the Director who has received the ballots representing most voting rights at a general meeting with the Director with power to convene the Board meeting to act as chairman of the Board meeting. In case there are two Directors having the power to convene such Board meeting, the chairman of the Board meeting shall be elected from among the two Directors by themselves.	Revised per the amendment to Regulations Governing Procedure for Board of Directors Meetings of Public Companies promulgated by the Financial Supervisory Commission (Public Announcement No. Jin-Guan-Cheng-Fa- 1080361934 dated January 15, 2020.

15

Attachment IV

==> picture [71 x 62] intentionally omitted <==

	Amended article	Original article	Explanation
	by more than one-half all Board Directors in accordance with Paragraph 4, Article 203 or Paragraph 3, Article 203-1 of the ROC Company Act, the Chairman shall be elected by and from among directors. (The following is omitted)	(The following is omitted)
	Article 14 Director's Avoidance of Conflict of Interest To the extent required by Applicable Listing Rules, a Director shall state the important aspects of the interested party relationship in respect to any matter at the respective meeting including but not limited to any contract or proposed contract or arrangement or contemplated transaction of the Company, in which such Director bears a personal interest (whether directly or indirectly), and such Director may not participate in the discussion or vote in such matter which may conflict with and impair the interest of the Company; provided, however. Such Director shall excuse him or herself during discussion and voting and may not exercise voting rights on behalf of other Directors. Where the spouse, a blood relative within the second degree of kinship of a Director, or any company which has a controlling or subordinate relation with a Director has interests in the matter under discussion in the meeting of the preceding paragraph, such Director shall be deemed to have a personal interest in this matter.	Article 14 Director's Avoidance of Conflict of Interest To the extent required by Applicable Listing Rules, a Director shall state the important aspects of the interested party relationship in respect to any matter at the respective meeting including but not limited to any contract or proposed contract or arrangement or contemplated transaction of the Company, in which such Director bears a personal interest (whether directly or indirectly), and such Director may not participate in the discussion or vote in such matter which may conflict with and impair the interest of the Company; provided, however. Such Director shall excuse him or herself during discussion and voting and may not exercise voting rights on behalf of other Directors. Any votes cast by or on behalf of such Director in contravention of the foregoing shall not be counted by the Company, but such Director shall be counted in the quorum for purposes of convening such meeting.	Revised per the amendment to Regulations Governing Procedure for Board of Directors Meetings of Public Companies promulgated by the Financial Supervisory Commission (Public Announcement No. Jin-Guan-Cheng-Fa-1080361934 dated January 15, 2020.

16

Attachment IV

==> picture [71 x 62] intentionally omitted <==

	Amended article	Original article	Explanation
	Any votes cast by or on behalf of such Director in contravention of the foregoing paragraphsshall not be counted by the Company, but such Director shall be counted in the quorum for purposes of convening such meeting.

17

Attachment V

==> picture [70 x 62] intentionally omitted <==

JOURDENESS GROUP LIMITED Accountant's Check Report and 2019 Consolidated Financial Statements

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Jourdeness Group Limited

Opinion

We have audited the accompanying consolidated financial statements of Jourdeness Group Limited and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2019 and 2018, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit of the financial statements for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission of the Republic of China on February 25, 2020, and auditing standards generally accepted in the Republic of China. We conducted our audit of the financial statements for the year ended December 31, 2018 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

18

Attachment V

==> picture [70 x 62] intentionally omitted <==

Key audit matters in the audit of the Group’s consolidated financial statements for the year ended December 31, 2019 are stated as follows:

- Impairment Assessment of Other Intangible Assets Customer Relationship and Goodwill

The accompanying consolidated financial statements for the year ended December 31, 2019 included customer relationship (classified as other intangible assets) of NT$775,134 thousand and goodwill of NT$522,188 thousand, for a total amount of NT$1,297,322 thousand, which represented 20% of total assets in the consolidated financial statements. The intangible assets of customer relationship and goodwill both resulting from the acquisition of assets and existing operations of beauty stores in mainland China, Taiwan and Malaysia for expanding the cosmetology services and the scale of Group’s operations. In accordance with IAS 36 “Impairment of Assets”, management assesses whether there is any indication that those assets have suffered any impairment loss at the balance sheet date. Determining whether those assets are impaired requires an estimation of the recoverable amount of the cash-generating unit to which those assets have been allocated, and the assumptions suffer from high uncertainty since they are subject to management’s judgments and affected by economic trends. Therefore, the impairment assessment of intangible assets was identified as one of the key audit matters.

Refer to Notes 4, 5, 15, 16 and 29 to the consolidated financial statements for the accounting policies, critical accounting judgments and key sources of estimation uncertainty and details of the information about the impairment of intangible assets of customer relationship and goodwill.

The audit procedures performed in response to the above key audit matter included the following:

1. We understood and assessed the reasonableness of the identification for impairment of those assets by management.

2. We evaluated the professional qualification, competency and independence of independent valuers engaged by the management.

3. We understood the process and basis for the estimation of sales growth rate and profit margin with regard to the future operating prospects of the asset’s cash-generating units.

4. We consulted our internal experts to assess the reasonableness and appropriateness of assumptions and methods used in the impairment test report provided by the independent valuers.

Revenue Recognition of Beauty and Body Spa Course Services

As of December 31, 2019, the carrying amount of the contract liabilities - current was NT$1,831,738 thousand, which represented 41% of total liabilities in the consolidated financial statements. For the year ended December 31, 2019, the revenue from beauty and body spa course services amounted to NT$1,596,852 thousand, which represented 49% of net revenue in the consolidated financial statements. The Group’s management recognized revenue arising from beauty and body spa course services based on independent actuarial reports. The assumptions of actuarial analyses were made according to the Group’s historical service experience, and the percentage of expected redemption rate of deferred courses was calculated as the number of courses actually rendered to customers relative to the number of courses expected to be rendered

19

Attachment V

==> picture [70 x 62] intentionally omitted <==

to customers, excluding the courses that had incurred refund liability during the effective period. Such underlying assumptions are subject to management’s objective judgments and estimates which are highly uncertain. Therefore, the revenue recognition of beauty and body spa course services was identified as one of the key audit matters.

Refer to Notes 4, 5, 20 and 24 to the consolidated financial statements for the accounting policies, critical accounting judgments and key sources of estimation uncertainty, and details of the information about the recognition of revenue from beauty and body spa course services.

The audit procedures performed in response to the above key audit matter included the following:

1. We evaluated the professional qualifications, competency and independence of the independent actuaries engaged by the management.

2. We understood and sample tested the accuracy and completeness of the data used by management in performing actuarial analyses of the expected redemption rate of deferred courses.

3. We compared the methodologies and significant assumptions, including expected redemption rate and expected aggregate redemption rate of deferred courses, with specific historical data of the Group in order to assess the reasonableness of management’s judgments.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,

20

Attachment V

==> picture [70 x 62] intentionally omitted <==

individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

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

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

6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those

21

Attachment V

==> picture [70 x 62] intentionally omitted <==

matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2019 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation preludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Chun Chiu and Tzu-Jung Kuo.

Deloitte & Touche Taipei, Taiwan Republic of China

March 26, 2020

22

Attachment V

==> picture [70 x 62] intentionally omitted <==

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Financial assets at amortized cost - current (Notes 4, 8 and 33) Notes receivable (Notes 4 and 9) Trade receivables (Notes 4 and 9) Trade receivables from related parties (Notes 4, 9 and 32) Other receivables from related parties (Notes 4 and 32) Inventories (Notes 4, 10, 29 and 32) Current tax assets (Notes 4 and 26) Other current assets (Notes 29 and 32) Total current assets NON-CURRENT ASSETS Financial assets at amortized cost - non-current (Notes 4, 8 and 33) Property, plant and equipment (Notes 4, 5, 12, 29, 32 and 33) Right-of-use assets (Notes 3, 4, 13 and 14) Investment properties (Notes 4, 5, 13 and 14) Other intangible assets (Notes 4, 5 ,16 and 29) Goodwill (Notes 4, 5, 15 and 29) Deferred tax assets (Notes 4 and 26) Other non-current assets (Notes 17, 22 and 29) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 4, 18, 32 and 33) Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 19) Contract liabilities - current (Notes 4, 20, 24 and 29) Notes payable Trade payables Trade payables to related parties (Note 32) Other payables (Note 21) Other payables to related parties (Note 32) Current tax liabilities (Notes 4 and 26) Lease liabilities - current (Notes 3, 4 and 13) Other current liabilities (Note 32) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Notes 4 and 19) Long-term borrowings (Notes 4, 18, 32 and 33) Deferred tax liabilities (Notes 4 and 26) Lease liabilities - non-current (Notes 3, 4 and 13) Guarantee deposits Net defined benefit liabilities - non-current (Notes 4 and 22) Total non-current liabilities Total liabilities EQUITY (Notes 4, 19, 23 and 28) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating foreign operations Unearned employee benefits Total other equity Total equity TOTAL		2019 Amount % $ 837,860 13 3,045 - 292,740 5 - - 160,235 3 12,845 - 26,922 - 320,245 5 - - 28,985 - 1,682,877 26 253,461 4 1,890,916 29 1,064,135 17 121,700 2 780,908 12 522,188 8 73,095 1 80,650 1 4,787,053 74 $ 6,469,930 100 $ 76,449 1 150 - 1,902,040 29 478 - 28,280 1 686 - 303,627 5 1,677 - 236,540 4 316,455 5 11,364 - 2,877,746 45 729,409 11 - - 115,057 2 689,962 11 36,449 - - - 1,570,877 24 4,448,623 69 609,147 9 654,431 10 165,403 2 48,568 1 770,412 12 984,383 15 (114,897) (2) (111,757) (1) (226,654) (3) 2,021,307 31 $ 6,469,930 100		2018
				Amount % $ 1,367,873 23 - - 290,680 5 106 - 175,297 3 - - 2,714 - 265,749 5 9,140 - 84,404 1 2,195,963 37 252,241 4 1,869,399 31 - - 116,942 2 866,108 14 520,514 9 35,707 1 141,907 2 3,802,818 63 $ 5,998,781 100 $ 78,323 1 1,275 - 2,323,381 39 284 - 28,718 1 - - 331,445 6 1,957 - 26,910 - - - 8,743 - 2,801,036 47 719,327 12 400,000 7 182,198 3 - - 33,132 - 8 - 1,334,665 22 4,135,701 69 609,997 10 660,696 11 112,651 2 19,415 - 653,862 11 785,928 13 (48,568) (1) (144,973) (2) (193,541) (3) 1,863,080 31 $ 5,998,781 100

The accompanying notes are an integral part of the consolidated financial statements.

23

Attachment V

==> picture [70 x 62] intentionally omitted <==

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 5, 20, 24, 29 and 32) OPERATING COSTS (Notes 4, 10, 25 and 32) GROSS PROFIT OPERATING EXPENSES (Notes 4, 22, 25 and 28) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 4, 13, 25 and 32) Other income Other gains and losses Finance costs Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 26) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Notes 4, 22 and 26) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Income tax relating to items that will not be reclassified subsequently to profit or loss		2019 Amount % $ 3,252,265 100 760,502 24 2,491,763 76 1,426,206 44 345,415 10 28,102 1 1,799,723 55 692,040 21 31,430 1 (6,859) - (65,727) (2) (41,156) (1) 650,884 20 180,418 6 470,466 14 3,109 - (621) - 2,488 -		2018
				Amount % $ 3,108,496 100 721,270 23 2,387,226 77 1,304,351 42 352,828 12 29,356 1 1,686,535 55 700,691 22 35,029 1 (7,960) - (6,999) - 20,070 1 720,761 23 193,236 6 527,525 17 (411) - (4) - (415) - (Continued)

24

Attachment V

==> picture [70 x 62] intentionally omitted <==

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 27) Basic Diluted		2019 Amount % $ (66,329) (2) (63,841) (2) $ 406,625 12 $ 8.05 $ 7.15		2018
				Amount % $ (29,153) (1) (29,568) (1) $ 497,957 16 $ 9.02 $ 8.85
		$		$

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

25

Attachment V

==> picture [70 x 61] intentionally omitted <==

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Capital Surplus Share Capital (Note 23) (Notes 4, 19 and 23) BALANCE AT JANUARY 1, 2018 $ 611,547 $ 646,702 Appropriation of 2017 earnings Legal reserve - - Special reserve - - Cash dividends distributed by the Company - - Donations from shareholders - 55 Equity component of convertible bonds issued by the Company - 25,363 Net profit for the year ended December 31, 2018 - - Other comprehensive loss for the year ended December 31, 2018, net of income tax - - Total comprehensive income (loss) for the year ended December 31, 2018 - - Issuance of restricted employee shares - - Cancelation of restricted employee shares (1,550) (11,424) BALANCE AT DECEMBER 31, 2018 609,997 660,696 Appropriation of 2018 earnings Legal reserve - - Special reserve - - Cash dividends distributed by the Company - - Net profit for the year ended December 31, 2019 - - Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax - - Total comprehensive income (loss) for the year ended December 31, 2019 - - Issuance of restricted employee shares - - Cancelation of restricted employee shares (850) (6,265) BALANCE AT DECEMBER 31, 2019 $ 609,147 $ 654,431	Retained Earnings (Note 23) Legal Reserve Special Reserve Unappropriated Earnings $ 94,411 $ 11,317 $ 305,814 18,240 - (18,240) - 8,098 (8,098) - - (152,724) - - - - - - - - 527,525 - - (415) - - 527,110 - - - - - - 112,651 19,415 653,862 52,752 - (52,752) - 29,153 (29,153) - - (274,499) - - 470,466 - - 2,488 - - 472,954 - - - - - - $ 165,403 $ 48,568 $ 770,412	Other Equity (Notes	4, 23 and 28) Unearned Employee Benefits $ (186,227) - - - - - - - - 28,280 12,974 (144,973) - - - - - - 26,101 7,115 $ (111,757)	Total Equity $ 1,464,149 - - (152,724) 55 25,363 527,525 (29,568) 497,957 28,280 - 1,863,080 - - (274,499) 470,466 (63,841) 406,625 26,101 - $ 2,021,307
		Exchange Differences on Translating Foreign Operations $ (19,415) - - - - - - (29,153) (29,153) - - (48,568) - - - - (66,329) (66,329) - - $ (114,897)

The accompanying notes are an integral part of the consolidated financial statements.

26

Attachment V

==> picture [70 x 54] intentionally omitted <==

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss recognized on trade receivables Net gain on fair value changes of financial assets at fair value through profit or loss Finance costs Interest income Compensation costs of employee share options Loss (gain) on disposal of property, plant and equipment Property, plant and equipment transferred to expenses Loss on disposal of intangible assets Loss on lease modification Reversal of write-down of inventories Loss on disposal of inventories Amortization of prepayments for leases Changes in operating assets and liabilities Notes receivable Trade receivables Other receivables Inventories Other current assets Notes payable Trade payables Other payables Contract liabilities Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Purchase of financial assets at fair value through profit or loss Proceeds from sale of financial assets at fair value through profit or loss Net cash outflows on business combinations Payments for property, plant and equipment

2019 2018 $ 650,884 $ 720,761 583,125 166,992 109,547 102,787 16 83 (1,148) - 65,727 6,999 (17,175) (8,891) 26,101 28,280 521 (41) 3,860 1,560 14 - 695 - (1,602) (3,341) 6,015 9,588 - 6,262 106 162 2,201 2,343 (24,208) 6,549 (52,220) 27,579 31,460 (11,760) 194 (10) 248 (1,257) 14,524 25,384 (527,425) (615,697) 2,621 1,761 (1,101) (999) 872,980 465,094 15,994 8,908 (48,648) (6,992) (58,431) (37,597) 781,895 429,413 (100,269) (311,359) 86,100 - (116,162) - 113,025 - (26,363) (51,683) (240,033) (277,196) (Continued)

27

Attachment V

==> picture [70 x 54] intentionally omitted <==

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Proceeds from disposal of property, plant and equipment Increase in refundable deposits Payments for intangible assets Decrease (increase) in other non-current assets Decrease in prepayments for equipment Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Repayments of issuance cost of convertible bonds Proceeds from issuance of convertible bonds Proceeds from long-term borrowings Proceeds from guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid to owners of the Company Donation from shareholders Net cash (used in) generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2019 $ 3,634 (6,437) (1,686) 2,596 (577) (286,172) 219,485 (213,465) (3,600) - (400,000) 3,317 (373,320) (274,499) - (1,042,082) 16,346 (530,013) 1,367,873 $ 837,860	2018 $ 314 (11,292) (3,579) (1,597) (2,524) (658,916) 78,323 - - 749,565 - 4,152 - (152,724) 55 679,371 (12,441) 437,427 930,446 $ 1,367,873

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

28

Attachment VI

==> picture [70 x 62] intentionally omitted <==

JOURDENESS GROUP LIMITED Earnings Distribution Table

Year 2019

Year 2019
	Unit: NT$
Item	Amount
Undistributed earnings at the beginning of the period
	297,461,600
Less: 2019 retained earnings adjustment	(2,487,574)
Adjusted undistributed earnings	299,949,174
Add: 2019Income after income tax	470,465,697
Less: accrued statutory surplus reserve	47,046,570
Less: accrued special purpose surplus reserve	66,329,207
Available for distribution earnings
	657,039,094
Distribution item
	243,658,800
Shareholder cash dividend (NT$4 per share)
Undistributed earnings at the end of the period	413,380,294
Note: The distribution of dividends of the company is based on the total number of shares outstanding for the period ending March 26, 2020, which is 60,914,700.

Chairman

Management team:

Accounting supervisor:

29

Attachment VII

==> picture [71 x 62] intentionally omitted <==

JOURDENESS GROUP LIMITED Comparison Table for Amended Articles of the Memorandum of Association

No.	Current Provisions	Proposed Amendments	Explanations
Article 1	(New definition)	"Acquisition"refers to an act	Pursuant to the requirement of amended Articles of Association Checklist announced by the Taiwan Stock Exchange (Tai-Jeng-Shang II - No1080023568) dated December 25, 2019.
		wherein a company acquiring
		shares, business or assets of
		another company in exchange for
		shares, cash or other assets;
Article 12	(1) The Company shall not issue any unpaid Shares or partly paid-up Shares. The Company shall not issue shares in bearer form. (2) The Company shall neither issue Shares without par value nor convert its Shares from Shares with par value to Shares without par value.	(1)Subject to Article 12A,the Company shall not issue any unpaid Shares or partly paid-up Shares. The Company shall not issue shares in bearer form. (2) The Company shall neither issue Shares without par value nor convert its Shares from Shares with par value to Shares without par value.	Revised to accommodate the amendment of Article 12A.
Article 12A	(New article)	If a subscriber fails to pay any	Pursuant to the requirement of amended Articles of Association Checklist announced by the Taiwan Stock Exchange (Tai-Jeng-Shang II - No1080023568) dated December 25, 2019.
		call or instalment of call with
		respect of any Shares on the day
		appointed for payment, the
		Directors may, at any time
		thereafter during such time as any
		part of such call or instalment
		remains unpaid, serve a notice on
		him requiring payment of so
		much of the call or instalment as
		is unpaid, together with any
		interest which may have accrued,
		within a period of not less than 1
		month from the date of the notice
		given by the Directors. The notice
		shall name a further day (not
		earlier than the expiration of
		aforesaid one month or longer
		period from the date of the notice)
		on or before which the payment

30

Attachment VII

==> picture [71 x 62] intentionally omitted <==

No.	Current Provisions	Proposed Amendments	Explanations
		required by the notice is to be
		made, and shall state that in the
		event of non-payment at or before
		the time appointed the Shares in
		respect of which the call was
		made will be liable to be
		forfeited. If the requirements of
		any such notice as aforesaid are
		not complied with, any Share in
		respect of which the notice has
		been given may at any time
		thereafter, before the payment
		required by notice has been made,
		be forfeited by a determination of
		the Directors to that effect. A
		forfeited Share may be sold or
		otherwise disposed of on such
		terms and in such manner as the
		Directors think fit, and at any
		time before a sale or disposition
		the forfeiture may be cancelled on
		such terms as the Directors think
		fit. A Person whose Shares have
		been forfeited shall cease to be a
		Shareholder in respect of the
		forfeited Shares, but shall,
		notwithstanding, remain liable to
		pay to the Company all moneys
		which at the date of forfeiture
		were payable by him to the
		Company in respect of the Shares
		forfeited, but his liability shall
		cease if and when the Company
		receives payment in full of the
		amount unpaid on the Shares
		forfeited. The provisions of these
		Articles as to forfeiture shall
		apply in the case of non-payment
		of any sum which by the terms of
		issue of a Share becomes due and
		payable, whether on account of
		the amount of the Share, or by
		way of premium, as if the same
		had been payable by virtue of a
		call duly made and notified.
		Under the aforesaid
		circumstances, compensation for

31

Attachment VII

==> picture [71 x 62] intentionally omitted <==

No.	Current Provisions	Proposed Amendments	Explanations
		loss or damage, if any, may still
		be claimed against such
		defaulting Shareholder.
Article 32	The Company may also by either a Supermajority Resolution Type A or the Supermajority Resolution Type B: (a) enter into, amend, or terminate any contract for lease of its business in whole, or for entrusting business, or for regular joint operation with others; (b) transfer the whole or any material part of its business or assets; (c) take over the transfer of another's whole business or assets, which will have a material effect on the business operation of the Company; (d) effect any Spin-off of the Company in accordance with the Applicable Listing Rules; (e) grant waiver to the Director’s engaging in any business within the scope of the Company’s business; (f) issue restricted shares for employees pursuant to Article 17B; (g) distribute part or all of its dividends or bonus by way of issuance of new Shares, for the avoidance of doubts, the allotment of bonus sharesinconnection	The Company may also by either a Supermajority Resolution Type A or the Supermajority Resolution Type B: (a) enter into, amend, or terminate any contract for lease of its business in whole, or for entrusting business, or for regular joint operation with others; (b) transfer the whole or any material part of its business or assets; (c) take over the transfer of another's whole business or assets, which will have a material effect on the business operation of the Company; (d) effect any Spin-off of the Company in accordance with the Applicable Listing Rules; (e) grant waiver to the Director’s engaging in any business within the scope of the Company’s business; (f) issue restricted shares for employees pursuant to Article 17B; (g) distribute part or all of its dividends or bonus by way of issuance of new Shares, for the avoidance of doubts, the allotment of bonus shares in connection with the Employees' Remunerations and Directors’ Remunerations pursuant to Article 129 shall not require the approval of a Supermajority	Pursuant to the requirement of amended Articles of Association Checklist announced by the Taiwan Stock Exchange (Tai-Jeng-Shang II - No1080023568) dated December 25, 2019.

32

Attachment VII

==> picture [71 x 62] intentionally omitted <==

No.	Current Provisions	Proposed Amendments	Explanations
	with the Employees' Remunerations and Directors’ Remunerations pursuant to Article 129 shall not require the approval of a Supermajority Resolution Type A or a Supermajority Resolution Type B;and (h) apply for the approval of ceasing the status as a public company.	Resolution Type A or a Supermajority Resolution Type B; and (h) apply for the approval of ceasing the status as a public company;and (i) share swap.
Article 34	Subject to the Law, in the event any of the resolutions with respect to the paragraph (a), (b), or (c) of Article 32 is adopted by general meeting, any Shareholder who has notified the Company in writing of his objection to such proposal prior to such meeting and subsequently raised his objection at the meeting may request the Company to purchase all of his Shares at the then prevailing fair price within twenty (20) days after the date of the resolution. In the event the Company fails to reach such agreement with the Shareholder within sixty (60) days after the date of the resolution, the Shareholder may, within thirty (30) days after such sixty (60)-day period, file a petition to any competent court of Taiwan for a ruling on the appraisal price, and, to the extent that the ruling is capable of enforcement and recognition outside Taiwan, such ruling by such Taiwan court shall be binding and conclusive as between the Company and requested Shareholder solely	Subject to the Law, in the event any of the resolutions with respect to the paragraph (a), (b), or (c) of Article 32 is adopted by general meeting, any Shareholder who has notified the Company in writing of his objection to such proposal prior to such meeting and subsequently raised his objection at the meeting may request the Company to purchase all of his Shares at the then prevailing fair price within twenty (20) days after the date of the resolution. In the event the Company fails to reach such agreement with the Shareholder within sixty (60) days after the date of the resolution, the Shareholder may, within thirty (30) days after such sixty (60)-day period, file a petition to any competent court of Taiwan for a ruling on the appraisal price, and, to the extent that the ruling is capable of enforcement and recognition outside Taiwan, such ruling by such Taiwan court shall be binding and conclusive as between the Company and requested Shareholder solely with respect to the appraisal price. Subject to the Law, in the event any part of the Company’s	Pursuant to the requirement of amended Articles of Association Checklist announced by the Taiwan Stock Exchange (Tai-Jeng-Shang II - No1080023568) dated December 25, 2019.

33

Attachment VII

==> picture [71 x 62] intentionally omitted <==

No.	Current Provisions	Proposed Amendments	Explanations
	with respect to the appraisal price. Subject to the Law, in the event any part of the Company’s business is Spun Off or involved in any Merger with any other company, the Shareholder, who has forfeited his right to vote on such matter and expressed his dissent therefor, in writing or verbally (with a record) before or during the general meeting, may request the Company to purchase all of his Shares at the then prevailing fair price within twenty (20) days after the date of the resolution.Inthe event the Company fails to reach such agreement with the Shareholder within sixty (60) days after the dateofthe resolution, the Shareholder may, within thirty (30) days	business is Spun Off or involved in any Merger, Acquisition or share swap with any other company, the Shareholder, who has forfeited his right to vote on such matter and expressed his dissent therefor, in writing or verbally (with a record) before or during the general meeting, may request the Company to purchase all of his Sharesin writingat the then prevailing fair price within twenty (20) days after the date of the resolutionand specifies the price of the Shares to be
		repurchased. For the purpose of this Article 34,
		if the Company and any
		Shareholder reach an agreement
		about the price of the Shares to be
		repurchased by the Company, the
		Company shall pay for such
		agreed purchase price of Shares to
		be repurchased within ninety (90)
		days from the date of passing of
		the resolution by general meeting.
	after such sixty (60)-day	In case no agreement as to the
	period, file a petition to any	purchase price is reached, the
	competent court of Taiwan	Company shall pay the fair price
	for a ruling on the appraisal	as determined by the Company to
	price, and, to the extent that	such Shareholder within ninety
	the ruling is capable of	(90) days from the date on which
	enforcement and recognition	the resolution was adopted. If the
	outside Taiwan, such ruling	Company fails to pay the agreed
	by such Taiwan court shall	purchase price, the Company
	be binding and conclusive as	shall be deemed to agree to the
	between the Company and	price as requested by the
	requested Shareholder solely	Shareholder. For the Shareholder who requests
	with respect to the appraisal
	price.
		the Company to purchase all of
		his Shares in accordance with the
		second paragraph, inthe event the Company fails to reach such agreement with the Shareholder within sixty (60) days after the date on which the resolution was

34

Attachment VII

==> picture [71 x 62] intentionally omitted <==

No.	Current Provisions	Proposed Amendments	Explanations
		adopted, the Company shall apply
		to the court for a ruling on the fair
		price against all the dissenting
		shareholders as the opposing
		party within thirty (30) days after
		such sixty-day period, and Taiwan
		Taipei District Court has the
		jurisdiction.
Article 107	A Director who directly or indirectly has personal interest in the matter proposed at the meeting of the Board, including but not limited to a contract or proposed contract or arrangement with the Company shall disclose the nature of his or her personal interest at the meeting of the Board, if he or she knows his or her personal interest then exists, or in any other case at the first meeting of the Board after he or she knows that he or she is or has become so interested. Where the spouse, a blood relative within the second degree of kinship of a Director as defined under the Civil Code of Taiwan, or any company which has a controlling or subordinate relation with a Director bear any interest in the matter under discussion at a Board meeting, such Director shall be deemed to bear a personal interest in the matter. For the purposes of this Article, a general notice to the Board by a Director to the effect that: (a) he is a member or officer of a specified company or firm and is to be regarded as	A Director who directly or indirectly has personal interest in the matter proposed at the meeting of the Board, including but not limited to a contract or proposed contract or arrangement with the Company shall disclose the nature of his or her personal interest at the meeting of the Board, if he or she knows his or her personal interest then exists, or in any other case at the first meeting of the Board after he or she knows that he or she is or has become so interested. Where the spouse, a blood relative within the second degree of kinship of a Director as defined under the Civil Code of Taiwan, or any company which has a controlling or subordinate relation with a Director bear any interest in the matter under discussion at a Board meeting, such Director shall be deemed to bear a personal interest in the matter. For the purposes of this Article, a general notice to the Board by a Director to the effect that: (a) he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm; or	Pursuant to the requirement of amended Articles of Association Checklist announced by the Taiwan Stock Exchange (Tai-Jeng-Shang II - No1080023568) dated December 25, 2019.

35

Attachment VII

==> picture [71 x 62] intentionally omitted <==

No. Current Provisions Proposed Amendments Explanations interested in any (b) he is to be regarded as contract or interested in any contract arrangement which or arrangement which may may after the date of after the date of the notice the notice be made be made with a specified with that company or person who is connected firm; or with him; (b) he is to be regarded as shall be deemed to be a sufficient interested in any disclosure of personal interest contract or under this Article in relation to arrangement which any such contract or arrangement, may after the date of provided that no such notice shall the notice be made be effective unless either it is with a specified given at a meeting of the Board or person who is the Director takes reasonable connected with him; steps to secure that it is brought up and read at the next Board shall be deemed to be a meeting after it is given. sufficient disclosure of

personal interest under this To the extent required by Article in relation to any such Applicable Listing Rules, a contract or arrangement, Director may not vote for himself provided that no such notice or on behalf of other Director in shall be effective unless respect to any matter, including either it is given at a meeting but not limited to any contract or of the Board or the Director proposed contract or arrangement takes reasonable steps to or contemplated transaction of the secure that it is brought up Company, in which such Director and read at the next Board bears a personal interest (whether meeting after it is given. directly or indirectly) which may conflict with and impair the To the extent required by interest of the Company. Any Applicable Listing Rules, a votes cast by or on behalf of such Director may not vote for Director in contravention of the himself or on behalf of other foregoing shall not be counted by Director in respect to any the Company, but such Director matter, including but not shall be counted in the quorum for limited to any contract or purposes of convening such proposed contract or meeting. arrangement or contemplated

transaction of the Company, Notwithstanding the first in which such Director bears paragraph of this Article, if any a personal interest (whether Director has personal interest directly or indirectly) which (whether directly or indirectly) in may conflict with and impair matters on agenda for the Board the interest of the Company. meeting, such Director shall Any votes cast by or on disclose and explain the material

36

Attachment VII

==> picture [71 x 62] intentionally omitted <==

No.	Current Provisions	Proposed Amendments	Proposed Amendments	Explanations
	behalf of such Director in contravention of the foregoing shall not be counted by the Company, but such Director shall be counted in the quorum for purposes of convening such meeting. Notwithstanding the first paragraph of this Article, if any Director has personal interest (whether directly or indirectly) in matters on agenda for the Board meeting, such Director shall disclose and explain the material information or contents on such personal interest at the same Board meeting.	information or contents on such personal interest at the same Board meeting; before the Company adopts any resolution of
			any resolution of
		Merger, Acquisition, Spin-off or
		share swap, a Director who has a
		personal interest in the transaction
		of Merger, Acquisition, Spin-off
		or share swap shall declare such
		interest to the Board at the Board
		meeting and to the shareholders at
		the general meeting the essential
		contents of such personal interest
		and the reasons that the relevant
		resolution shall be approved or
		dissented.
Article 119A	(New Article)	Before the Company holds a		Pursuant to the requirement of amended Articles of Association Checklist announced by the Taiwan Stock Exchange (Tai-Jeng-Shang II - No1080023568) dated December 25, 2019.
		meeting of the Board of Directors
		to adopt any resolution of
		Merger , Acquisition, Spin-off or
		share swap, the Audit
		Committee shall seek opinion
		from an independent expert in
		order to review the fairness and
		reasonableness of the plan and
		transaction of the Merger,
		Acquisition, Spin-off or share
		swap, including but not limited to
		the justification of share swap
		ratio or a distribution by cash or
		otherwise, and the review result
		shall be submitted to the Board of
		Directors and Shareholders in the
		general meeting (provided,
		however, that if the Law does not
		require the Shareholders'approval
		on the said transactions, the
		expert opinion and review result
		do not have to be submitted to the
		general meeting); and the review
		result and the expert opinion shall
		be provided to the Shareholders

37

Attachment VII

==> picture [71 x 62] intentionally omitted <==

No.	Current Provisions	Proposed Amendments	Explanations
		together with the notice of general
		meeting. If the Law does not
		require the Shareholders'approval
		on the said transactions, the Board
		of Directors shall report the
		transactions in the general
		meeting following the
		transactions. For the documents to be given to
		the Shareholders in the preceding
		paragraph, if the Company
		announces the same content as in
		those documents on a website
		designated by the Taiwan
		competent authorities and those
		documents are prepared at the
		venue of the general meeting for
		Shareholders' review, those
		documents shall be deemed as
		having been given to
		Shareholders.

38

Attachment VIII

==> picture [71 x 62] intentionally omitted <==

JOURDENESS GROUP LIMITED Comparison Table for Amended Articles of the Procedure of Lending Capital to Others

Lending Capital to Others
After amendment Before amendment	Explanation
Procedures for LendingFunds to Other Parties

Procedures for Lending Funds to Other Parties Article 5

After amendment		Before amendment	Explanation
Procedures for LendingFunds to Other Parties
Article 5 (3) 3. Inter-company loans of funds between overseas companies in which the Company holds, directly or indirectly, 100% of the voting shares, or loans of funds to the Company by any overseas company in which the Company holds, directly or indirectly, 100% of the voting shares, the aggregate amount of such loans shall not exceed 40% of the lender’s net worth as the limit. The aggregate amount of such loans permitted to a single borrower shall not exceed40% of the company's net worthas the limit~~, and shall not exceed 100% of~~ ~~the lender’s net worth as the limit.~~ Durations of such loans shall not exceed two years.		Article 5 (3) 3.Inter-company loans of funds between overseas companies in which the Company holds, directly or indirectly, 100% of the voting shares, or loans of funds to the Company by any overseas company in which the Company holds, directly or indirectly, 100% of the voting shares, the aggregate amount of such loans shall not exceed50% of the Company’s net worth as the limit. The aggregate amount of such loans permitted to a single borrower shall not exceed 50% ofthe Company’snet worth as the limit, and shall not exceed 100% of the lender’s net worth as the limit. Durations of such loans shall not exceed two years.	Amended according to Articles 3 and 4 of the Regulations
	Article 5 (9)~~3. When the loan is at maturity,~~ ~~the borrower shall repay the principal~~ ~~and interest. In the event that the~~ ~~borrower is unable to repay and~~ ~~requires an extension, such borrower~~ ~~shall submit their request in advance~~ ~~and the same shall submitted to the~~ ~~board of directors for approval. The~~ ~~extension of each repayment shall~~ ~~not exceed six 6 months and shall be~~ ~~a one-time extension. In the event of~~ ~~a violation, the Company may~~ ~~directly punish such Borrower and~~ ~~seek compensation.~~	Article 5 (9) 3. When the loan is at maturity, the borrower shall repay the principal and interest. In the event that the borrower is unable to repay and requires an extension, such borrower shall submit their request in advance and the same shall submitted to the board of directors for approval. The extension of each repayment shall not exceed six (6) months and shall be a one-time extension. In the event of a violation, the Company may directly punish such Borrower and seek compensation.	Amended according to Articles 3 and 2 of the Regulations

39

Attachment VIII

==> picture [71 x 62] intentionally omitted <==

	After amendment	Before amendment	Explanation
	This regulation is established on May 31st, 2013 First amendment date was September 7th, 2015 Second amendment date was June 22nd, 2017 Third amendment date was June 25th, 2019 Fourth amendment date was June 18th, 2020	This regulation is established on May 31st, 2013 First amendment date was September 7th, 2015 Second amendment date was June 22nd, 2017 Third amendment date was June 25th, 2019	Date of amendment

40

Attachment IX

==> picture [71 x 62] intentionally omitted <==

JOURDENESS GROUP LIMITED Comparison Table for Amended Articles of the Procedural Rules of General Meeting

Amended article	Original article	Explanation
Article 1-1 Convening and Notice of General Meetings Unless otherwise provided in the Applicable Listing Rules and the Law, the general meetings of the Company shall be convened by the Board of Directors. The Company shall prepare the notice of general meetings, the proxy form, and the information relating to the subject and description of proposals for recognition and for discussion, election and/or dismissal of Directors and supervisors in the form of electronic file to be uploaded to the Market Observation Post System thirty (30) days before annual general meetings or fifteen (15) days before extraordinary general meetings. The meeting agenda for general meetings and supplemental meeting information shall be prepared in the form of electronic file to be uploaded to the Market Observation Post System twenty (21) days before annual general meetings or fifteen (15) days before extraordinary general meetings. The meeting agenda for general meetings and supplemental meeting information shall be ready for Shareholders'review at all time by fifteen (15) days before general meetings, and such information shall be available at the Company and professional stock	（New article）	1. Revised per the amendments to the Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings promulgated by the Taiwan Stock Exchange Corporation (Public Announcement No. Taiwan-Stock-Shang-0920007311 dated April 25, 2003, Public Announcement No. Taiwan-Stock-Governance-09400304 3 dated October 19, 2005, and Public Announcement No. Taiwan-Stock-Governance- 1080024221 dated January 2, 2020). 2. The original Paragraph 4, Article 7 was moved to the amended Paragraph 2, Article 1-1. 3. The original Article 11 was moved to the amended Paragraph 6, Article 1-1.

41

Attachment IX

==> picture [71 x 62] intentionally omitted <==

	Amended article	Original article	Explanation
	agent appointed by the Company and be distributed at general meetings. The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. The meeting notice may be given in electronic form after a prior consent from the recipient(s) thereof is obtained. Election or dismissal of Directors or supervisors, amendments to the Articles of Association of the Company, reduction of capital, application for the approval of ceasing the Company's status as a public company, approval to lift the non-competition restriction on the Company's Directors, surplus profit to be distributed in the form of new shares, reserve to be distributed in the form of new shares, the dissolution, merger, or demerger of the Company, or any matter under Article 185, paragraph 1 of the Company Act shall be set out and the essential contents shall be explained in the notice of the reasons for convening the shareholders meeting . None of the above matters may be raised by an extraordinary motion; the essential contents may be posted on the website designated by the competent authority in charge of securities matters or by the Company, and such website shall be indicated in the above notice. When re-election of all the Directors is set out in the reasons for convening the shareholders meeting and the date of assuming the office is specified, such date of assuming the

42

Attachment IX

==> picture [71 x 62] intentionally omitted <==

	Amended article	Original article	Explanation
	office may not be changed by an extraordinary motion or other means in the same meeting after the re-election is completed at the shareholders' meeting. A shareholder holding 1 percent or more of the total number of issued shares may submit to this Company a written proposal for discussion at a regular shareholders meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda, provided that a proposal proposed by shareholder to urge the Company to promote public interests or fulfill its social responsibilities may still be included in the meeting agenda by the Board of Directors. In addition, 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. Prior to the book closure date before the meeting date of a regular shareholders meeting, this Company shall publicly announce that it will accept shareholder proposals in writing or by way of electronic transmission and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. The number of words of a proposal to be submitted by a shareholder shall be limited to not more than 300 words, and no proposal containing more than 300 words will be

43

Attachment IX

==> picture [71 x 62] intentionally omitted <==

Amended article	Original article	Explanation
included in the meeting agenda. The shareholder submitting 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 of delivering the notice of a shareholders meeting, this 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.
Article 1-2 Proxy and authorization For each general meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this 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 no later than five (5) days prior to the date of the general meeting. When multiple proxy forms are delivered, the one received the earliest shall prevail unless a declaration was made to cancel the previous proxy appointment. After a proxy form has been delivered to	（New article）	Revised per the amendments to Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings promulgated by the Taiwan Stock Exchange Corporation (Public Announcement No. Taiwan-Stock-Shang-0920007311 dated April 25, 2003, Public Announcement No. Taiwan-Stock-Governance-094003043 dated October 19, 2005 and Public Account No. Taiwan-Stock-Shang-I-1010004596 dated March 7, 20123).

44

Attachment IX

==> picture [71 x 62] intentionally omitted <==

	Amended article	Original article	Explanation
	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 no later than two (2) business days prior to the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
	Article 2 Attendance and Sign-in (Paragraphs 1 to 5 are omitted) When the government or a juristic person is a Shareholder, it may be represented by more than one representative at a general meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.	Article 2 Attendance and Sign-in (Paragraphs 1 to 5 are omitted) Unless otherwise regulated in the Applicable Listing Rules or the Law, corporate Shareholders' attendance of a general meeting shall be in accordance with the Articles.	Revised per the Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings promulgated by the Taiwan Stock Exchange Corporation (Public Announcement No. Taiwan-Stock-Shang-0920007311 dated April 25, 2003).
	Article 4 Venue and Time of General Meetings According to the Articles and the Applicable Listing Rules,unless with a prior approval by the competent authority,all general meetings shall be convened at such venues within Taiwanconvenient for Shareholders' attendance and suitable for convention, and shall not begin earlier than 9:00 a.m. or later than 3:00 p.m.Full consideration shall be given to the opinions of the Independent Directors with respect to the venues and time of the meeting.	Article 4 Venue and Time of General Meetings According to the Articles and the Applicable Listing Rules, all general meetings shall be convened at such venues convenient for Shareholders' attendance and suitable for convention, and shall not begin earlier than 9:00 a.m. or later than 3:00 p.m.	Revised per the Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings promulgated by the Taiwan Stock Exchange Corporation (Public Announcement No. Taiwan-Stock-Shang-0920007311 dated April 25, 2003).
	respect to
	Article 7 The Chairman and Agent (Paragraphs 1 to 3 are omitted) The Company may appoint its attorneys,	Article 7 The Chairman and Agent (Paragraphs 1 to 3 are omitted) The Company shall prepare the notice of	Revised per the Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings promulgated by

45

Attachment IX

==> picture [71 x 62] intentionally omitted <==

	Amended article	Original article	Explanation
	certified public accountants, or related persons retained by it to attend a general meeting as advisors.	general meetings, the proxy form, and the information relating to the subject and description of proposals for recognition and for discussion, election and/or dismissal of directors and supervisors in the form of electronic file to be uploaded to the Market Observation Post System thirty (30) days before annual general meetings or fifteen (15) days before extraordinary general meetings. The meeting agenda for general meetings and supplemental meeting information shall be prepared in the form of electronic file to be uploaded to the Market Observation Post System twenty (21) days before annual general meetings or fifteen (15) days before extraordinary general meetings. The meeting agenda for general meetings and supplemental meeting information shall be ready for Shareholders' review at all time by fifteen (15) days before general meetings, and such information shall be available at the Company and professional stock agent appointed by the Company and be distributed at general meetings.	the Taiwan Stock Exchange Corporation (Public Announcement No. Taiwan-Stock-Shang-0920007311 dated April 25, 2003).
	Article 9 Proposal Discussion (Paragraph 1 is omitted) The agenda of general meeting shall be set by the Board of Directors if the meeting is convened by the Board of Directors. Unless otherwise approved in the general meeting, the general meeting shall proceed in accordance with the agenda, and the related proposals (including extraordinary motions and amendment to original proposals) shall be voted	Article 9 Proposal Discussion (Paragraph 1 is omitted) The agenda of general meeting shall be set by the Board of Directors if the meeting is convened by the Board of Directors. Unless otherwise approved in the general meeting, the general meeting shall proceed in accordance with the agenda. (Paragraphs 3 and 4 are omitted)	Revised per the amendment to Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings announced by Taiwan Stock Exchange Corporation (Public Announcement No. Taiwan-Stock-Governance- 1080024221 dated January 2, 2020.

46

Attachment IX

==> picture [71 x 62] intentionally omitted <==

	Amended article	Original article	Explanation
	by poll on a one-by-one basis. (Paragraphs 3 and 4 are omitted) The chairman shall provide sufficient time for the explanation and discussion of all items listed in the agenda and amendmentsor extraordinary motion submitted by Shareholders. The chairman may announce an end of discussion and submit an item for a vote if the chairman deems that the item is ready for voting andcompliantwith the Applicable Listing Rules and the Articles.The chairman shall provide sufficient time for casting the votes.	The chairman shall provide sufficient time for the explanation and discussion of all items listed in the agenda and amendments submitted by Shareholders. The chairman may announce an end of discussion and submit an item for a vote if the chairman deems that theagendaitem is ready for voting andthe discussion and proposed compliedwith the Applicable Listing Rules and the Articles.
	（delete article）	Article 11 Proposal by Shareholder In accordance with the Applicable Listing Rules and subject to Article 52 of the Articles, any Shareholders who individually or collectively hold one percent (1%) or more of the total number of issued Shares of the Company may submit to the Company a proposal for discussion at the annual general meeting.	Moved to the amended Paragraph 6, Article 1-1.
	Article11Calculation of Voting Shares and Recusal (Paragraphs 1 and 2 are omitted) When the Company holds a general meeting, it shall adopt electronic means for the Shareholders to exercise voting rights and may allow the Shareholders to exercise voting rights by correspondence. When voting rights are exercised by correspondence or by way of	Article 12 Calculation of Voting Shares and Recusal (Paragraphs 1 and 2 are omitted) (The following is omitted)	1. Revised the entry to accommodate the removal of the original Article 11. 2. Revised per the amendment to Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings announced by Taiwan Stock Exchange Corporation (Public Announcement No.

47

Attachment IX

==> picture [71 x 62] intentionally omitted <==

	Amended article	Original article	Explanation
	electronic transmission, the method of exercise shall be specified in the general meeting notice. A Shareholder exercising voting rights by correspondence or by way of electronic transmission will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals. 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 no later than two (2) days prior to the date of the general meeting. When multiple declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. After a Shareholder has exercised voting rights by correspondence or electronic means, in the event the Shareholder intends to attend the general meeting in person, 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, no later than two (2) days prior the date of the general meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or		Taiwan-Stock-Shang- 0940030437 dated October 19, 2005. and Public Announcement No. Taiwan-Stock-Governance- 1080024221 dated January 2, 2020.

48

Attachment IX

==> picture [71 x 62] intentionally omitted <==

	Amended article	Original article	Explanation
	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 general meeting, the voting rights exercised by the proxy in the meeting shall prevail. (The following is omitted)
	Article15Meeting Minutes (Paragraphs 1 and 2 are omitted) The meeting minutes must faithfully record the meeting's date (year, month, day), place, Chairman's name, resolution method, summary of proceedings, andvotingresults(including calculation of voting ballots)of resolutions. When there is election of directors, the number of voting ballots obtained by each candidates should be disclosed, and shall be retained for the duration of the existence of this Company. Meeting minutes shall be kept during the existence of the Company. (The following is omitted)	Article 16 Meeting Minutes (Paragraphs 1 and 2 are omitted) The meeting minutes must faithfully record the meeting's date (year, month, day), place, Chairman's name, resolution method, summary of proceedings, and results of resolutions. Meeting minutes shall be kept during the existence of the Company. (The following is omitted)	1. Revised the entry to accommodate the removal of the original Article 11. 2. Per amendment of Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings announced by Taiwan Stock Exchange Corporation (Public Announcement No. Taiwan-Stock-Governance- 1080024221 dated January 2, 2020.

49

Attachment X

==> picture [71 x 62] intentionally omitted <==

JOURDENESS GROUP LIMITED Comparison Table for Guidelines Governing Election of Directors

Amended article	Original article	Explanation
Article 7-1 For so long as the shares of the Company are registered in the Emerging Market or listed on theTaipei Exchangeor the Taiwan Stock Exchange, the election of the Independent Director(s) shall be governed by Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companiesand shall be conducted in accordance with Article 24 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies.	Article 7-1 For so long as the shares of the Company are registered in the Emerging Market or listed on the GreTai Securities Market or the Taiwan Stock Exchange, the election of the Independent Director(s) shall be governed by Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.	Revised per the amendment to the Sample Template for XXX Co., Ltd. Procedures for Election of Directors and Supervisors promulgated by the Taiwan Stock Exchange Corporation (Public Announcement No. Taiwan-Stock-Shang-09 30011995 dated May 26, 2004).
Article 7-2 The overall composition of the board of directors shall be taken into consideration in the selection of the Company's Directors. The composition of the Board of Directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards: (1) basic requirements and values: gender, age, nationality,	（New article）	Revised per the amendment to the Sample Template for XXX Co., Ltd. Procedures for Election of Directors and Supervisors promulgated by the Taiwan Stock Exchange Corporation (Public Announcement No. Taiwan-Stock-Governa nce-1040001716 dated

50

Attachment X

==> picture [71 x 62] intentionally omitted <==

Amended article	Original article	Explanation
and culture; and (2) professional knowledge and skills: professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience. Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the Board as a whole are as follows: (1) the ability to make judgments about operations; (2) accounting and financial analysis ability; (3) business management ability; (4) crisis management ability; (5) knowledge of the industry; (6) international market perspective; (7) leadership ability; and (8) decision-making ability. More than half of the Directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other Director. The Board of Directors of the Company shall consider adjusting its composition based on the results of performance evaluation.		January 28, 2015).
Article 7-3	（New article）	Revised per the amendment to the

51

Attachment X

==> picture [71 x 62] intentionally omitted <==

		Amended article	Original article	Explanation
	Elections of Directors of the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act of Taiwan. The Board of Directors shall review the qualifications, education, working experience, background, and the existence of any other matters set forth in Article 30 of the Company Act of Taiwan with respect to Director nominees and shall not arbitrarily add requirements for documentation of other qualifications. The Board of Directors shall further provide the results of the review to shareholders for their reference, so that qualified directors can be elected. When the number of Directors falls below five due to the dismissal of a director for any reason, the Company shall hold an election to fill the vacancy at its next general meeting. When the number of Directors falls short by one third of the total number prescribed in the Articles, the Company shall call an extraordinary general meeting within 60 days from the date of occurrence to hold an election to fill the vacancies. When the number of Independent Directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act of Taiwan, or the related provisions of the Taiwan Stock Exchange Corporation rules governing the review of listings, an election shall be held at			Sample Template for XXX Co., Ltd. Procedures for Election of Directors and Supervisors promulgated by the Taiwan Stock Exchange Corporation (Public Announcement No. Taiwan-Stock-Governa nce-1040001716 dated January 28, 2015).

52

Attachment X

==> picture [71 x 62] intentionally omitted <==

	Amended article	Original article	Explanation
	the next general meeting to fill the vacancy. When all of the Independent Directors are dismissed, an extraordinary general meeting shall be called within 60 days from the date of occurrence to hold an election to fill the vacancies.

53

Attachment XI

==> picture [71 x 62] intentionally omitted <==

JOURDENESS GROUP LIMITED Candidates List for Directors and Independent Directors

Nomination List for Directors Election

No.	Name	Main Qualification and Experience/ Current Work	Number of Shares Held
1	COREWIN INVESTMENTS LIMITED	Taichung Municipal Dajia Senior High School Chairman, JOURDENESS GROUP LIMITED Chairman, Bio-Jourdeness International Group Co., Ltd. Chairman and General Manager, JOURDENESS (GUANGZHOU) COSMETICS CO., LTD Chairman and General Manager, JOURDENESS (GUANGZHOU) COSMETOLOGY ENTERPRISE MANAGEMENT CO., LTD	15,853,441 Shares
	Representative: Cheng-Hsiung Chen		1,071,000 Shares
2	LUCKY ASIA INTERNATIONAL LTD.	104 Masters of Cultural and Creative Design, School of Management, Feng Chia University Director, JOURDENESS GROUP LIMITED Director, Bio-Jourdeness International Group Co., Ltd. Supervisor, JOURDENESS (GUANGZHOU) COSMETICS CO., LTD Director, JOURDENESS (GUANGZHOU) COSMETOLOGY ENTERPRISE MANAGEMENT CO., LTD	4,487,185 Shares
	Representative: Cheng-Tzu Chen		0 Shares
3	TRIMIX INTERNATIONAL LIMITED	EMBA, National Chung Hsing University Japanese Language School, Ehle Institute, Osaka, Japan General Manager, Bio-Jourdeness International Group Co., Ltd. National Association of Holistic Aromatherapy (NAHA) and The International Federation of Aromatherapists (IFA) License Director and CEO, JOURDENESS GROUP LIMITED General Manager, Bio-Jourdeness International Group Co., Ltd. Director, BIO-JOURDENESS COSMETIC CO. (MY) SDN. BHD.	3,808,843 Shares
	Representative: Chia-Chi Chen		7,000 Shares
4	Wei-Kuo Chen	Overseas Chinese University Manager, OCBC Bank Director, Bio-Jourdeness International Group Co., Ltd.	380,414 Shares

54

Attachment XI

==> picture [67 x 58] intentionally omitted <==

		Supervisor, Bio-Jourdeness International Group Co., Ltd. Supervisor, JOURDENESS (GUANGZHOU) COSMETOLOGY ENTERPRISE MANAGEMENT CO., LTD Director, JOURDENESS (GUANGZHOU) COSMETICS CO., LTD
5	I-Min Chen	Management Studies, Department of Economics, Sophia University, Japan Undergraduate Studies, Sophia University President, Saito Trading Co., Ltd. Director, BLIA World Director, JOURDENESS GROUP LIMITED	0 Shares
6	Yu-Cheng Shen	Law and Economics Management, Chuo University, Japan Chairman, MAN-LIGHT ENTERPRISE CO., LTD. Director, Buddha’s Light International Association R.O.C. Director,JOURDENESS GROUP LIMITED	0 Shares

55

Attachment XI

==> picture [67 x 58] intentionally omitted <==

Nomination List for Independent Directors Election

No.	Name	Main Qualification and Experience/ Current Work	Number of Shares Held
1	Tieh-Ying Chin	PhD in Finance, Deakin University, Australia Professor & Chairman, Department of Finance, Takming University of Science and Technology Professor & Chairman, Department of Finance, Chaoyang University of Technology	0 Shares
2	Ming-Fu Wang	PhD in Health and physical activity, Medical department, University of Tokushima, Japan Principal and Dean, Yuanpei University of Medical Technology Dean of Student Affairs, Department Dean, Head of R&D, Providence University Head of International Aging Industry R&D Center, Providence University Distinguished Professor, Department of Cosmetic Science, Providence University Distinguished Professor, Department of Nutrition, Providence University Consultant for administrative affairs, Providence University Independent Director, JOURDENESS GROUP LIMITED Legal Representative of Directors, PhytoHealth Corporation	0 Shares
3	I-Min Sun	Department of Electronics Engineering, Nan Kai University of Technology Masters in Distribution Technology Management, Tunghai University EMBA, NTU-Fudan Program Senior Vice General Manager, Dar Harnq Co., Ltd. Legal Representative of Directors, Dar Harnq Co., Ltd.	0 Shares

56

Appendix I

==> picture [71 x 62] intentionally omitted <==

JOURDENESS GROUP LIMITED Shareholdings of all Directors

Transfer stop day: April 20, 2020 Total number of issued shares: 60,914,700 shares

Position	Name	Number of shares	Shareholding ratio (%)
Chairman	Cheng-Hsiung Chen (Note1)	1,071,000	1.76
Director	Cheng-Tzu Chen (Note2)	-	-
Director	Chia-Chi Chen (Note3)	7,000	0.01
Director	I-Min Chen	-	-
Director	Wei-Kuo Chen	380,414	0.62
Director	Yu-Cheng Shen	-	-
Independent director	Tie-In Jin	-	-
Independent director	Ming-Fu Wang	-	-
Independent director	Yi-Min Shun	-	-

• Note 1: Mr. Cheng-Hsiung Chen also indirectly holds 15,853 thousand shares through COREWIN INVESTMENTS LIMITED; ALIMIENWIDE INT'L INC. indirectly holds 1,356 thousand shares; Wang, Yu-Te indirectly held 207 thousand shares; Hsieh, Ya-Ling indirectly held 58 thousand shares; Chen Wang, Su-Ching indirectly held 99 thousand shares; total number of the Company’s shares held is 18,644 thousand shares, share ownership proportion is 30.61%.

• Note 2: Mr. Cheng-Tzu Chen is also indirectly holding 4,487 thousand shares through LUCKY ASIA INTERNATIONAL LTD; CHARM OCEAN INTERNATIONAL LIMITED indirectly holds 845 thousand shares and holds a total of 5,332 thousand shares of the company with a shareholding ratio of 8.75%.

• Note 3: Ms. Chia-Chi Chen also indirectly holds 1,328 thousand shares through TRIMIX INTERNATIONAL LIMITED, ALIMIENWIDE INT'L INC. indirectly holds 997 thousand shares and holds a total of 2,316 thousand shares of the company with a shareholding ratio of 3.8%.

• Note 4: The company has no application of Article 26 of the Securities and Exchange Act.

• Note 5: The company has set up an audit committee, so there is no application for the number of shares held by the supervisor.

57

Appendix II

==> picture [71 x 62] intentionally omitted <==

JOURDENESS GROUP LIMITED Procedural Rules of General Meeting

Article 1 Legal Basis

Unless otherwise provided in the Applicable Listing Rules and the Law, the general meetings of the Company shall be held in accordance with the Rules.

Unless otherwise defined in the Rules, any capital letters as used in the Rules shall have the same meanings as defined in the Articles of Association of the Company (as amended or substituted from time to time; hereinafter "Articles").

Article 2 Attendance and Sign-in

The Company shall include the information about the time slot when shareholders may report to the meeting, the reporting location, and other important messages in the notice of general meetings.

The time slot when shareholders may report to the meeting in the preceding paragraph shall begin no later than thirty minutes before the meeting. The reporting location shall be clearly identified and there should an adequate number of staff assigned for the matter.

Shareholders or their appointed proxies (the "Shareholders") shall attend a Shareholders' meeting by presenting an attendance ID, sign-in card or other attendance identification. The Company shall not request any additional － attendance identification randomly. A proxy solicitor shall bring his/her ID for verification.

The Company shall provide a sign-in book allowing attending Shareholders or their appointed proxies to sign in or require attending Shareholders to submit attendance cards in lieu of signing in.

The Company shall deliver the meeting agenda, annual report, attendance ID, summary of speech form, voting ballot and other meeting information to Shareholders who attend a Shareholder's meeting. In case of election of director(s) and/or supervisor(s), the election ballot shall also be provided.

Unless otherwise regulated in the Applicable Listing Rules or the Law, corporate Shareholders' attendance of a general meeting shall be in accordance with the Articles.

Article 3 Calculation of Attending Shares

The number of Shares represented by Shareholders attending the general meeting shall be calculated in accordance with the sign-in book or the number of attendance cards submitted by Shareholders.

58

Attachment II

==> picture [71 x 62] intentionally omitted <==

Article 4 Venue and Time of General Meetings

According to the Articles and the Applicable Listing Rules, all general meetings shall be convened at such venues convenient for Shareholders' attendance and suitable for convention, and shall not begin earlier than 9:00 a.m. or later than 3:00 p.m.

Article 5 Identification of Appointed Professionals and Other Relevant Persons Who May Be Present

The Company may appoint its lawyer(s), accountant(s) or other relevant person(s) to be present at a general meeting. All supporting staff for the general meeting shall wear an identification badge or arm-band.

Article 6 Audio Recording or Videotaping of Meetings for Evidenc

A general meeting shall be audio recorded and videotaped in its entirety on a continuous, non-stop basis from the time Shareholders report to the meeting and the meeting itself to voting and ballot counting, and these tapes shall be kept for at least one year. However, the said tapes shall be kept until the conclusion of legal proceedings if a Shareholder initiates proceedings in accordance with the Applicable Listing Rules.

Article 7 The Chairman and Agent

Subject to the Applicable Listing Rules, the Chairman, if any, of the Board of the Directors shall preside as chairman at every general meeting of the Company convened by the Board of the Directors. In case the Chairman is on leave or absent or can not exercise his/her power and authority for any cause, he/she shall designate one of the other Directors to act on his/her behalf. In the absence of such a designation, the Directors shall elect from among themselves an acting chairman for the meeting.

Where a Managing Director or a Director is to act as the agent for the chairman in the preceding paragraph, only the Managing Directors or Directors who have been in the position for six months or more and have a good understanding of the Company's financial and business conditions may be allowed to do so. The same shall apply in case that the representative of a corporate director acts as the chairman.

For a general meeting convened by any other person having the convening right, such person shall act as the chairman of that meeting; provided that if there are two (2) or more persons jointly having the convening right, the chairman of the meeting shall be elected from those persons.

The Company shall prepare the notice of general meetings, the proxy form, and the information relating to the subject and description of proposals for recognition and for discussion, election and/or dismissal of directors and

59

Attachment II

==> picture [71 x 62] intentionally omitted <==

supervisors in the form of electronic file to be uploaded to the Market Observation Post System thirty (30) days before annual general meetings or fifteen (15) days before extraordinary general meetings. The meeting

agenda for general meetings and supplemental meeting information shall be prepared in the form of electronic file to be uploaded to the Market Observation Post System twenty (21) days before annual general meetings or fifteen (15) days before extraordinary general meetings. The meeting agenda for general meetings and supplemental meeting information shall be ready for Shareholders' review at all time by fifteen (15) days before general meetings, and such information shall be available at the Company and professional stock agent appointed by the Company and be distributed at general meetings.

Article 9 Proposal Discussion

For a Shareholders' meeting convened by the Board of Directors, it is advised that the chairman shall host the Shareholder’s meeting in person and a majority of the Directors are present at the meeting. In addition, all functional committees shall send at least one representative to preside over the Shareholders’ meeting and their attendance shall be recorded in the meeting minutes.

The agenda of general meeting shall be set by the Board of Directors if the meeting is convened by the Board of Directors. Unless otherwise approved in the general meeting, the general meeting shall proceed in accordance with the agenda.

The preceding paragraph applies to circumstances where the general meeting is convened by any person, other than the Board of Directors, entitled to convene such general meeting.

Unless otherwise resolved at the general meeting or in accordance with Article 17 of the Rules, the chairman cannot announce adjournment of the general meeting before all items listed in the agenda are resolved; after a meeting is adjourned, Shareholders shall not elect a chairman and resume the meeting at the same or another venue. In case that the chairman adjourns the general meeting in violation of the Rules, other members of the Board of Directors shall promptly assist the attending Shareholders to elect, by a majority of votes represented by attending Shareholders present in the general meeting, another person to serve as chairman to continue the general meeting in accordance with due procedures.

The chairman shall provide sufficient time for the explanation and discussion of all items listed in the agenda and amendments submitted by Shareholders. The chairman may announce an end of discussion and submit an item for a vote if the chairman deems that the agenda item is ready for voting and the discussion and amendments proposed complied with the Applicable Listing Rules and the Articles.

60

Attachment II

==> picture [71 x 62] intentionally omitted <==

Article 10 Speech of Shareholder

When a Shareholder attending the general meeting wishes to speak, a speech note should be filled out with summary of the speech, the Shareholder’s account number (or the number of attendance card) and the account name of the Shareholder. The sequence of speeches shall be determined by the chairman.

If any attending Shareholder at the general meeting submits a speech note but does not speak, no speech shall be deemed to have been made by such Shareholder. In case contents of the speech of a Shareholder are inconsistent with the contents of the speech note, the content of actual speech shall prevail.

Any Shareholder may not speak more than twice concerning the same item without chairman’s consent, and each speech time shall not exceed five minutes. In case the speech of any Shareholder violates this paragraph or is outside the scope of the agenda item, the chairman may stop the speech of such Shareholder.

Unless otherwise permitted by the chairman and the speaking Shareholder, no Shareholder shall interrupt the speech of other Shareholders. The chairman shall stop such interruption.

If a corporate Shareholder has appointed two or more representatives to attend the general meeting, only one representative can speak for each agenda item.

After the speech of any Shareholder, the Chairman may make responses by him or herself or appoint an appropriate person to respond.

Article 11 Proposal by Shareholder

In accordance with the Applicable Listing Rules and subject to Article 52 of the Articles, any Shareholders who individually or collectively hold one percent (1%) or more of the total number of issued Shares of the Company may submit to the Company a proposal for discussion at the annual general meeting.

Article 12 Calculation of Voting Shares and Recusal

Voting at a general meeting shall be based on the number of Shares.

The number of Shares represented by Shareholders present at the meeting shall be calculated in accordance with the sign-in book or submitted attendance card, plus the voting Shares exercised in writing or electronically.

61

Attachment II

==> picture [71 x 62] intentionally omitted <==

The Shares solicited by solicitors and Shares represented by proxies shall be disclosed in a statement in the form consistent with the Applicable Listing Rules posted at a conspicuous location within the meeting venue on the meeting day.

The Shares held by any Shareholders with no voting rights shall not be included in the total number of issued Shares while voting on resolutions in the general meeting.

To the extent required by the Applicable Listing Rules and in accordance with Article 66 of the Articles, any Shareholder who bears a personal interest that may conflict with and impair the interest of the Company in respect of any proposed matter for consideration an approval at a general meeting shall abstain from voting any of the Shares that such Shareholder should otherwise be entitled to vote in person, as a proxy or corporate representative with respect to said matter.

Any Shares held by any Shareholders who are not permitted to exercise voting rights in the preceding paragraph shall not be counted in the number of votes of Shareholders present at the general meeting for relevant resolutions.

Except for Taiwan trust enterprises or Shareholders’ Service Agencies approved by Taiwan competent authorities, when a person who acts as the proxy for two or more Shareholders concurrently, the number of votes represented by him shall not exceed three percent of the total number of votes of the Company and the portion of excessive votes represented by such proxy shall not be counted.

Subject to the Applicable Listing Rules, if any Shareholder holding Shares for and on behalf of another person or entity, such Shareholder may assert to exercise the voting rights separately. The qualifications, scopes, exercises, operational procedures and other matters in relation to the aforesaid separate exercise of voting rights shall be conducted in accordance with the Applicable Listing Rules.

Article 13 Principle for Voting Right

Subject to the Articles and any rights and restrictions for the time being attached to any Share, every Shareholder and every Person represented by proxy shall have one vote for each Share of which he or the Person represented by proxy is the holder.

Shareholders shall vote on each of the proposals presented at the meeting and the result of the vote indicating Shareholders' consent, objection and abstaining from voting shall be entered at the Market Observation Post System on the day immediately following the convention of the Shareholders' meeting.

62

Attachment II

==> picture [71 x 62] intentionally omitted <==

Where any Director or supervisor (if any), who is also a Shareholder of the Company, creates or has created a pledge on the Shares held by such Director (the "Pledged Shares") exceeding fifty percent (50%) of total Shares held by such Director at the time of his/her appointment as Director or supervisor (if any), such Director or supervisor (if any) shall refrain from exercising its voting rights on the Shares representing the difference between the Pledged Shares and fifty percent (50%) of total Shares held by such Director or supervisor (if any) at the time of his/her appointment as Director or supervisor (if any), and such Shares shall not be counted toward the number of votes represented by the Shareholders present at a general meeting.

Article 14 Voting on Proposal

Unless otherwise provided for under the Applicable Listing Rules or the Articles, a proposal put to a vote shall be approved by consent of a majority of Shareholders present at the meeting attended.

In case of an amendment proposal or substitute proposal to an original proposal, the chairman shall decide on the order of vote together with the original proposal. However, if one of the proposals has been approved, the others shall be deemed overruled and no further vote is required.

Where directors and/or supervisors are elected at a Shareholders' meeting, the election shall be conducted in accordance with the applicable election rules established by the Company and the election results, including the list of elected directors and/or supervisors and numbers of shares voted for the election of directors and/or supervisors, shall be announced at the same meeting.

Voting ballots cast in the election of director(s) shall be signed and sealed by scrutinizer and properly kept for at least one (1) years; provided, however, that in case of a litigation instituted by Shareholder, these ballots shall then be kept until conclusion of the litigation.

Article 15 Checking and Counting Ballots

The chairman shall appoint persons responsible for checking and counting ballots during votes on agenda items. However, the persons responsible for checking ballots must be Shareholders. The ballots cast in the voting of a general meeting or for election proposal shall be publicly counted at any general meeting venue and the result of voting, including the numbers of shares voted, shall be announced at the same general meeting after all ballots have been counted and placed on record.

Article 16 Meeting Minutes

Any resolutions made at a general meeting shall be compiled in the form of meeting minutes. The chairman shall affix his/her signature or seal to the

63

Attachment II

==> picture [71 x 62] intentionally omitted <==

meeting minutes, which shall be issued to shareholders within twenty days after the end of the general meeting. Meeting minutes may be produced and issued to Shareholders in electronic form.

While the Company remains as a listing company in Taiwan, the meeting minutes referred to in the preceding paragraph may be distributed, alternatively, by way of making public announcement at the Market Observation Post System (the "MOPS").

The meeting minutes must faithfully record the meeting's date (year, month, day), place, Chairman's name, resolution method, summary of proceedings, and results of resolutions. Meeting minutes shall be kept during the existence of the Company.

The number of votes casted for and against a resolution and the total number of votes cast shall be recorded in the meeting minutes.

The Company shall upload the relevant information and contents of the resolution made in the general meeting onto the MOPS within the prescriptive period if there is any material information (as defined and prescribed under the Applicable Listing Rules) in such resolution.

Article 17 Intermission and Resumption of A Meeting

During the general meeting, the chairman may, at his or her discretion, set time for intermission. In exceptional cases, when there are incidents that temporarily prevent the normal progress of the general meeting, the chairman may decide to temporarily suspend the general meeting and announce, depending on the situation, the time that the meeting will resume.

Before the agenda set for the general meeting are completed, if the meeting venue cannot continue to be used for the general meeting, the chairman may seek another venue to resume the general meeting. Upon approval by Ordinary Resolution, the chairman may (and shall if so directed by the meeting) adjourn the general meeting if necessary.

The Shareholders may resolve to adjourn or resume the general meeting within five days in accordance with the Applicable Listing Rules and the Articles.

Article 18 Preservation of Order at the Meeting Venue

The chairman may direct inspectors (or security guards) to assist in preserving the order at the meeting venue. Inspectors (or security guards) shall wear an arm-band with the word "Inspector" when assisting in preserving the order at the meeting venue.

The chairman may direct inspectors or security guards to ask Shareholders

64

Attachment II

==> picture [71 x 62] intentionally omitted <==

who violate the Rules, disobey the chairman's correction, impede the process of the meeting and do not comply after being asked to stop to leave the meeting venue.

If there is speaker facility at the meeting venue and a shareholder speaks with the facility other than that prepared by the Company, the chairman may stop him.

Article 19 Enforcement and Amendment

Establishment and amendment to the Rules shall be subject to approval of the Board of Directors, which shall be further approved by Ordinary Resolution in the general meeting.

65

Appendix III

==> picture [71 x 62] intentionally omitted <==

JOURDENESS GROUP LIMITED Guidelines Governing Election of Directors

Article 1 To establish a well-functioning election system for the Directors of the Company, these Guidelines are established in accordance with the Applicable Listing Rules for compliance.

• Unless otherwise defined in these Guidelines, any capital letters as used in these Guidelines shall have the same meanings as defined in the Articles of Association of the Company (as amended or substituted from time to time; hereinafter " Articles ").

• Article 2 In the election of Directors of the Company, the number of votes exercisable in respect of one Share shall be the same as the number of Directors to be elected, and the total number of votes per Share may be consolidated for election of one candidate or may be split for election of two or more candidates.

• Article 3 The Board of Directors shall prepare the number of ballots equal to the number of Directors to be elected and shall fill in the number of votes to be distributed to the attending Members in a general meeting.

• Article 4 Prior to the commencement of an election, the chairman shall appoint several ballot examiners and ballot counters to perform related duties.

• Article 5 The Board of Directors shall set up a ballot box for the election of Directors to be inspected by the ballot examiners prior to the casting of ballots.

• Article 6 Where a candidate is also a Member, the person casting the vote shall specify the account name and the Member number on the ballot in the column entitled “Candidate”. If the candidate is not a Member, the person casting the vote shall specify the name and identification number of the candidate in the said column. Provided, however, if the candidate is a Member and a government entity or a juristic person, the person casting the vote shall specify the name of the government entity or jurisdiction person and may in addition specify the name of the representative of the government entity or juristic person. Where there are multiple representatives, the name of each representative shall be indicated.

Where any Shareholder is a corporate entity, its representative may be elected as Director or supervisor (if any). Where there are several representatives of any corporate Shareholder, such representatives may be elected as either Directors or supervisors (if any) but not as Director and supervisors (if any) concurrently.

• Article 7 Independent Directors and non-Independent Directors shall be elected in the same election, but the respective votes shall be separately calculated to determine the elected Independent Directors and non-Independent Directors.

Article For so long as the shares of the Company are registered in the Emerging Market 7-1 or listed on the GreTai Securities Market or the Taiwan Stock Exchange, the election of the Independent Director(s) shall be governed by Articles 5, 6, 7, 8,

66

Appendix III

==> picture [71 x 62] intentionally omitted <==

and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

• Article 8 The ballot shall be null and invalid upon occurrence of one of the following: 1. Ballots which are not in compliance with these Guidelines.

• Blank ballots which are cast into the ballot box; 3. Scribbled and unidentifiable writing or writing which has been altered; 4. A candidate who is also a Member whose account name and Member number are inconsistent with the information recorded in the Register of Members; where a candidate who is not a Member, the name and identification number provided are inconsistent upon further verification.

• Writing other than the name of the candidate or Member number (identification number) and the number of votes entitled.

• The account name (name) or Member number (identification number) of the candidate has not been specified.

• Two or more candidates are included in a single ballot.

• Article 9 Pursuant to the number of Directors required under the Articles, the candidates to whom the ballots cast represent a prevailing number of votes shall be elected based on the result of the election as Independent Directors or non-Independent Directors, respectively in descending order. If two or more candidates receive an equal number of votes, a draw shall take place between these candidates to determine who shall be elected. Where a candidate is not present, the chairman shall draw on behalf of the candidate.

The Company shall not elect supervisors when it has established the Audit Committee.

• Article 10 Ballots shall be counted upon completion of the voting procedures and the result of the ballot counting, including the list of persons elected as directors and the total number of votes for the elected directors, shall be announced by the chairman, immediately. The ballots shall be kept for at least one year after sealed and signed by the ballot examiners, provided that in the case that shareholders file lawsuits in accordance with the Applicable Listing Rules, the ballots shall be kept until the end of the lawsuits.

• Article 11 The election of candidate who is disqualified by the Applicable Listing Rules (including without limitation to Paragraphs 3 and 4 of Article 26-3 of the Taiwan Securities and Exchange Act) shall be ineffective.

• Article 12 The Board of Directors shall send each elected Director a notice of appointment. Article 13 Establishment and amendment to these Guidelines shall be subject to approval of the Board of Directors, which shall be further approved by Ordinary Resolution at a general meeting.

67

Appendix V

==> picture [71 x 63] intentionally omitted <==

JOURDENESS GROUP LIMITED The Company’s Articles of Incorporation (English version)

THE COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

JOURDENESS GROUP LIMITED

68

Appendix V

==> picture [71 x 63] intentionally omitted <==

THE COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

JOURDENESS GROUP LIMITED

(Adopted by Special Resolution passed on June 25, 2019)

1. The name of the Company is JOURDENESS GROUP LIMITED (the "Company").

2. The registered office of the Company will be situated at the offices of Portcullis TrustNet (Cayman) Ltd., The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, British West Indies or at such other location as the Directors may from time to time determine.

3. The objects for which the Company is established are unrestricted.

4. The Company have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Law of the Cayman Islands (as amended) (the "Law").

5. The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27(2) of the Law.

6. The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

7. When conducting business, the Company shall comply with the laws and regulations as well as business ethics, and may take actions that will promote public interests in order to fulfil its social responsibilities.

8. The liability of the Shareholders of the Company is limited to the amount, if any, unpaid on the share respectively held by them.

9. The capital of the Company is NT$ 1,000,000,000 divided into 100,000,000 Common Shares of a nominal or par value of NT$ 10 each provided always that subject to the Law and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of

69

Appendix V

==> picture [71 x 63] intentionally omitted <==

its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

1. The Company may exercise the power contained in Section 206 of the Law to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction.

70

Appendix V

==> picture [71 x 63] intentionally omitted <==

THE COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

JOURDENESS GROUP LIMITED

(Adopted by Special Resolution passed on June 25, 2019)

TABLE A

The Regulations contained or incorporated in Table 'A' in the First Schedule of the Law shall not apply to JOURDENESS GROUP LIMITED (the " Company ") and the following Articles shall comprise the Articles of Association of the Company.

INTERPRETATION

1. In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context:

" Affiliated Company " means with respect to any affiliated company as defined in the Applicable Listing Rules;

" Applicable Listing Rules " means the relevant laws, regulations, rules and code as amended, from time to time, applicable as a result of the original and continued trading or listing of any Shares on any Taiwan stock exchange or securities market, including, without limitation the relevant provisions of Taiwan Company Act, Securities and Exchange Act, the Acts Governing Relations Between Peoples of the Taiwan Area and the Mainland Area, or any similar statute and the rules and regulations of the Taiwan authorities thereunder, and the rules and regulations promulgated by the Financial Supervisory Commission, the Taipei Exchange or the Taiwan Stock Exchange;

" Articles " means these articles of association of the Company, as amended or substituted from time to time;

" Audit Committee ” means the audit committee of the Company formed by the Board pursuant to Article 118 hereof, or any successor audit committee;

“ Book-Entry Transfer ” means a method whereby the issue, transfer or delivery of Shares is

71

Appendix V

==> picture [71 x 63] intentionally omitted <==

effected electronically by debit and credit to accounts opened with securities firms by Shareholders, without delivering physical share certificates. If the Shareholder has not opened an account with a securities firm, the Shares delivered by Book-Entry Transfer shall be recorded in the entry sub-account under the Company’s account with the securities central depositary in Taiwan;

“Capital Reserves” means the share premium account, income from endowments received by the Company, capital redemption reserve, profit and loss account and other reserves generated in accordance with generally accepted accounting principles.

“ Chairman ” has the meaning given thereto in Article 82;

" Class " or " Classes " means any class or classes of Shares as may from time to time be issued by the Company;

" Commission " means Financial Supervisory Commission of Taiwan or any other authority for the time being administering the Securities and Exchange Act of Taiwan;

" Common Share " means a common share in the capital of the Company of NT$10 nominal or par value issued subject to and in accordance with the provisions of the Law and these Articles, and having the rights and being subject to restrictions as provided for under these Articles with respect to such Share;

" Constituent Company " means an existing company that is participating in a Merger with one

(1) or more other existing companies within the meaning of the Law;

" Directors " and " Board of Directors " and "Board" means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof;

"Delisting" means (a) the delisting of the Shares registered or listed on any Taiwan stock exchange or securities market as a result of a Merger in which the Company will dissolve, general assumption (as defined in the Applicable Listing Rules), share swap (as defined in the Applicable Listing Rules) or Spin-off; and (b) the shares of the surviving company in the Merger, the transferee company in the general assumption or the existing company or newly-incorporated company in the share swap or Spin-off will not be registered or listed on any Taiwan stock exchange or securities market;

" electronic " shall have the meaning given to it in the Electronic Transactions Law (as amended)

72

Appendix V

==> picture [71 x 63] intentionally omitted <==

of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefore;

" electronic communication " means transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds (2/3) of the vote of the Board;

" Emerging Market " means the emerging market board of Taipei Exchange in Taiwan;

“ Family Relationship within Second Degree of Kinship ” in respect of a natural person, means another natural person who is related to the first person either by blood or by marriage of a member of the family and within the second degree to include but not limited to the parents, siblings, grandparents, children and grandchildren of the first person as well as the first person's spouse’s parents, siblings and grandparents;

“ Guidelines Governing Election of Directors ” means guidelines governing election of Directors of the Company, as amended or substituted from time to time as prescribed in the Applicable Listing Rules;

" Indemnified Person " has the meaning given thereto in Article 152;

" Independent Director " means a director who is an independent director as defined in the Applicable Listing Rules;

" Law " means the Companies Law of the Cayman Islands (as amended);

“ Legal Reserves ” the legal reserve allocated in accordance with the Applicable Listing Rules;

" Memorandum of Association " means the memorandum of association of the Company, as amended or substituted from time to time;

" Merger " means the merging of two (2) or more Constituent Companies and the vesting of their undertaking, property and liabilities in one (1) of such companies as the Surviving Company within the meaning of the Law;

" MOEA " means Ministry of Economic Affairs of Taiwan being administering the Company Act of Taiwan and relevant corporate matters in Taiwan;

• " Office " means the registered office of the Company as required by the Law;

73

Appendix V

==> picture [71 x 63] intentionally omitted <==

" Ordinary Resolution " means a resolution passed by a simple majority of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Shareholder is entitled;

" paid up " means paid up as to the par value and any premium payable in respect of the issue of any Shares and includes credited as paid up;

" Person " means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires;

“ preferred Shares ” has the meaning given thereto in Article 10;

“ Procedural Rules of Board Meetings ” means procedural rules of the Board meetings of the Company, as amended or substituted from time to time as prescribed in the Applicable Listing Rules;

“ Procedural Rules of General Meetings ” means procedural rules of the general meetings of the Company, as amended or substituted from time to time as prescribed in the Applicable Listing Rules;

" Register " or “ Register of Members ” means the register of Members of the Company required to be kept pursuant to the Law;

" Republic of China " or " Taiwan " means the Republic of China, its territories, its possessions and all areas subject to its jurisdiction;

“ Retained Earnings ” means the sums including but not limited to the Legal Reserves, Special Reserves, and unappropriated earnings;

“ Rules of Audit Committee ” means rules of Audit Committee of the Company, as amended or substituted from time to time as prescribed in the Applicable Listing Rules;

" Seal " means the common seal of the Company (if adopted) including any facsimile thereof;

" Secretary " means any Person appointed by the Directors to perform any of the duties of the secretary of the Company;

74

Appendix V

==> picture [71 x 63] intentionally omitted <==

" Share " means a share in the capital of the Company. All references to "Shares" herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression "Share" shall include a fraction of a Share;

" Shareholder " or " Member " means a Person who is registered as the holder of Shares in the Register;

" Share Premium Account " means the share premium account established in accordance with these Articles and the Law;

" Shareholders’ Service Agent " means the agent licensed by Taiwan authorities to provide certain shareholders services in accordance with the Applicable Listing Rules to the Company;

" signed " means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication;

"Special Reserves" means the reserve allocated from Retained Earnings in accordance with the Applicable Listing Rules, or resolutions of shareholders meetings;

" Special Resolution " means a special resolution of the Company passed in accordance with the Law, being a resolution passed by a majority of not less than two-thirds (2/3) of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Shareholder is entitled;

" " Spin-off refers to an act wherein a transferor company transfers all of its independently operated business or any single independently operated business to an existing or a newly incorporated company as consideration for that existing transferee company or newly incorporated transferee company to issue new shares to the transferor company or to shareholders of the transferor company;

" Supermajority Resolution Type A " means a resolution passed by Shareholders, as being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, such Shareholders holding not less than half of the Shares held by all Shareholders attending that meeting, and such meeting attended by Shareholders holding not less than two-thirds (2/3) of all

75

Appendix V

==> picture [71 x 63] intentionally omitted <==

issued Shares of the Company;

" Supermajority Resolution Type B " means where the Shareholders attending the general meeting are holding less than two-thirds (2/3) of all issued Shares of the Company entitled to vote thereon as required under the Supermajority Resolution Type A, a resolution passed by Shareholders, as being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, such Shareholders holding not less than two-thirds (2/3) of the Shares held by all Shareholders attending that meeting, and such meeting attended by Shareholders holding not less than half of all issued Shares of the Company;

"Supermajority Special Resolution" means a Special Resolution approved by the Shareholders holding at least two-thirds (2/3) of the Shares in issue at the time of the general meeting;

" Surviving Company " means the sole remaining Constituent Company into which one (1) or more other Constituent Companies are merged within the meaning of the Law;

" Taipei Exchange " means the Taipei Exchange in Taiwan;

" Treasury Shares " means Shares that were previously issued but were purchased, redeemed or otherwise acquired by the Company and not cancelled, in accordance with these Articles, the Law and the Applicable Listing Rules; and

“ TSE ” means the Taiwan Stock Exchange.

1. In these Articles, save where the context requires otherwise:

2. (a) words importing the singular number shall include the plural number and vice versa;

3. (b) words importing the masculine gender only shall include the feminine gender and any Person as the context may require;

4. (c) the word "may" shall be construed as permissive and the word "shall" shall be construed as imperative;

5. (d) reference to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force;

76

Appendix V

==> picture [71 x 63] intentionally omitted <==

• (e) reference to any determination by the Directors shall be construed as a determination by the Directors in their absolute discretion and shall be applicable either generally or in any particular case; and

• (f) reference to "in writing" shall be construed as written or represented by any means reproducible in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing or partly one (1) and partly another.

• Subject to the last two preceding Articles, any words defined in the Law shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

PRELIMINARY

1. The business of the Company may be commenced at any time after incorporation.

2. The Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.

3. The preliminary expenses incurred in the formation of the Company and in connection with the issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine.

4. The Board of Directors shall keep, or cause to be kept, the Register which may be kept in or outside the Cayman Islands at such place as the Board of Directors may from time to time determine and, in the absence of any such determination, the Register shall be kept at the Office, and shall be made available at its Shareholder Service Agent’s office in the R.O.C. The Board or any other authorized conveners of general meetings of the Company may request that the Company or the Company’s Shareholder Service Agent provide a copy of the Register for inspection.

SHARES

1. Subject to these Articles, all Shares for the time being unissued shall be under the control of the Directors who may :

2. (a) issue, allot and dispose of the same to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine; and

77

Appendix V

==> picture [71 x 63] intentionally omitted <==

• (b) grant options with respect to such Shares and issue warrants or similar instruments with respect thereto;

and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued.

1. The Directors may authorise the division of Shares into any number of Classes and the different Classes shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes (if any) shall be fixed and determined by the Directors.

2. The Company may issue Shares with rights which are preferential to those of ordinary Shares issued by the Company (“ preferred Shares ”) with the approval of a majority of the Directors present at a meeting attended by two-thirds (2/3) or more of the total number of the Directors and with the approval of a Special Resolution. Prior to the issuance of any preferred Shares approved pursuant to this Article 10, these Articles shall be amended to set forth the rights and obligations of the preferred Shares, including but not limited to the following terms, and the same shall apply to any variation of rights of preferred Shares:

3. (a) number of preferred Shares issued by the Company and the number of preferred Shares the Company is authorized to issue;

4. (b) order, fixed amount or fixed ratio of allocation of dividends and bonus on preferred Shares;

5. (c) order, fixed amount or fixed ratio of allocation of surplus assets of the Company;

6. (d) order of or restriction on the voting right(s) (including declaring no voting rights whatsoever) of preferred Shareholders;

7. (e) other matters concerning rights and obligations incidental to preferred Shares; and

8. (f) the method by which the Company is authorized or compelled to redeem the preferred Shares, or a statement that redemption rights shall not apply.

9. Subject to these Articles and the Applicable Listing Rules, the issue of new Shares of the Company shall be approved by a majority of the Directors present at a meeting attended by two-thirds (2/3) or more of the total number of the Directors. The issue of new Shares shall at all times be subject to the sufficiency of the authorised capital of the Company.

78

Appendix V

==> picture [71 x 63] intentionally omitted <==

1. (1) The Company shall not issue any unpaid Shares or partly paid-up Shares. The Company shall not issue shares in bearer form.

2. (2) The Company shall neither issue Shares without par value nor convert its Shares from Shares with par value to Shares without par value.

3. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, upon each issuance of new Shares, the Directors may reserve not more than fifteen percent (15%) of the new shares for subscription by the employees of the Company and/or any Subsidiaries of the Company who are determined by the Board in its reasonable discretion. The term "Subsidiaries" above refers to the companies defined under No. 10 and No. 11 of the IFRS (i.e., International Financial Reporting Standards) and No. 28 of the IAS (i.e., International Accounting Standards).

4. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, unless otherwise provided herein, in the Applicable Listing Rules or resolved by the Shareholders in general meeting by Ordinary Resolution, if at anytime the Board resolves to issue any new Shares, the Company shall, after reserving the portion of Shares for subscription by its employees and for public offering in Taiwan pursuant to Article 13 (if any) and Article 16 respectively, first offer such remaining new Shares by public announcement and a written notice to each then Shareholder for their subscriptions in proportion to the number of Shares held by them respectively. The public announcement and written notice shall state that if any Shareholder fails to subscribe for new Shares, his right shall be forfeited. Where a fractional percentage of the original Shares being held by a Shareholder is insufficient to subscribe for one new Share, the fractional percentages of the original Shares being held by several Shareholders may be combined for joint subscription of one (1) or more integral new Shares or for subscription of new Shares in the name of a single Shareholder. New Shares left unsubscribed by original Shareholders may be open for public offering or for subscription by specific person or persons through negotiation.

5. The Shareholders’ pre-emptive right prescribed under Article 14 shall not apply in the event that new Shares are issued due to the following reasons or for the following purpose:

6. (a) in connection with a Merger with another company, or the Spin-off of the Company, or pursuant to any reorganization of the Company;

7. (b) in connection with meeting the Company’s obligation under Share subscription warrants and/or options;

8. (c) in connection with meeting the Company’s obligation under corporate bonds which are convertible bonds or vested with rights to acquire Shares; or

79

Appendix V

==> picture [71 x 63] intentionally omitted <==

(d) in connection with meeting the Company’s obligation under preferred Shares vested with rights to acquire Shares.

1. For so long as the Shares are registered in the Emerging Market, unless otherwise provided in the Applicable Listing Rules, where the Company increases its capital by issuing new Shares in Taiwan, the Company may allocate ten percent (10%) of the total amount of the new Shares to be issued, for offering in Taiwan to the public unless it is not deemed necessary or appropriate by the Commission, according to the Applicable Listing Rules, for the Company to conduct the aforementioned public offering. For so long as the Shares are listed on the Taipei Exchange or TSE, unless otherwise provided in the Applicable Listing Rules, where the Company increases its capital by issuing new Shares in Taiwan, the Company shall allocate ten percent (10%) of the total amount of the new Shares to be issued, for offering in Taiwan to the public unless it is not deemed necessary or appropriate by the Commission, according to the Applicable Listing Rules, for the Company to conduct the aforementioned public offering. Provided however, if a percentage higher than the aforementioned ten percent (10%) is resolved by an Ordinary Resolution to be offered, the percentage determined by such resolution shall prevail. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, unless otherwise provided in the Applicable Listing Rules, the Company shall obtain a prior approval of the Commission and/or other competent authorities for any capital increase (ie., issue of new Shares) (whether inside Taiwan or outside Taiwan) in accordance with the Applicable Listing Rules.

2. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, subject to the Applicable Listing Rules, the Company may, upon resolution by a majority votes at a meeting of the Board of Directors attended by two-thirds (2/3) or more of the Directors, adopt one (1) or more employee incentive programmes (such as employee stock option plan) pursuant to which options, warrants, or other similar instruments to acquire Shares may be granted to employees of the Company and/or any Subsidiaries of the Company to subscribe for Shares. The options, warrants, or other similar instruments to acquire Shares granted to any employee under any employee stock option plan shall be non-transferable, except to the heirs of the employees. The term "Subsidiaries" above refers to the companies defined under No. 10 and No. 11 of the IFRS (i.e., International Financial Reporting Standards) and No. 28 of the IAS (i.e., International Accounting Standards).

3. 17B. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, the Company may, with the authority of either a Supermajority Resolution Type A or a Supermajority Resolution Type B, issue restricted shares for employees. In respect of the issuance of restricted shares for employees in the preceding paragraph, the number of

80

Appendix V

==> picture [71 x 63] intentionally omitted <==

shares to be issued, issue price, issue conditions and other matters shall be subject to the Applicable Listing Rules and the requirements of the Commission.

PRIVATE PLACEMENT

• 17C. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, subject to the Applicable Listing Rules, the Company may by a resolution passed by at least two-thirds (2/3) of votes cast by Shareholders present at the general meeting with a quorum of more than half of the total number of the issued Shares at the general meeting carry out private placement of its securities to the following entities in Taiwan:

• (a) banking enterprises, bill enterprises, trust enterprises, insurance enterprises, securities enterprises or any other legal entities or institutions approved by the Commission;

• (b) individuals, legal entities or funds meeting the qualifications established by the Commission; and

• (c) Directors, supervisors (if any) and managers of the Company or the Affiliated Companies.

For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, subject to the Applicable Listing Rules, a private placement of ordinary corporate bonds may be carried out in instalments within one (1) year of the date of the relevant resolution of the Board of Directors approving such private placement.

MODIFICATION OF RIGHTS

1. Whenever the capital of the Company is divided into different Classes (such as the Common Shares and the preferred Shares), the rights attached to any such Class may (unless otherwise provided by the terms of issue of the Shares of that Class) only be materially adversely varied or abrogated (including but not limited to the circumstances where there is any amendment to these Articles which may be prejudicial to the rights of the holders of any preferred Shares) by: (i) a Special Resolution passed at a general meeting of holders of Common Shares; and (ii) a Special Resolution passed at a separate meeting of the holders of Shares of the relevant Class (such as the preferred Shares).

To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be one (1) or more Persons at least holding or representing by proxy one-half (1/2) of the issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those Shareholders who are present shall form a quorum) and that, subject to the terms of issue of the Shares of that Class, every Shareholder of the Class shall on a poll have one (1) vote for each Share of the Class held by

81

Appendix V

==> picture [71 x 63] intentionally omitted <==

him.

1. The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that Class, be deemed to be materially adversely varied or abrogated by, inter alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them or the redemption or purchase of Shares of any Class by the Company.

CERTIFICATES

1. The Company shall deliver Shares to the subscribers of new Shares by Book-Entry Transfer within thirty (30) days from the date the Shares may be issued pursuant to the Applicable Listing Rules and make public announcement prior to the delivery. So long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, the Company may issue the Shares in scriptless form provided that the Company shall register with the securities central depositary in Taiwan. No Person shall be entitled to a certificate for any or all of his/her Shares, unless the Directors shall determine otherwise.

FRACTIONAL SHARES

1. Subject to these Articles, the Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one (1) fraction of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated.

TRANSFER OF SHARES

1. Title to Shares which are registered in the Emerging Market or listed in the Taipei Exchange or the TSE may be evidenced and transferred in accordance with the Applicable Listing Rules. Subject to the Applicable Listing Rules, the Law and Article 40E, Shares issued by the Company shall be freely transferable, provided that any Shares reserved for issuance to the employees of the Company may be subject to transfer restrictions for a period of not more than two (2) years as the Directors may agree with such employees.

Subject to the Law and notwithstanding anything to the contrary in these Articles, Shares that are listed or admitted to trading on an approved stock exchange (as defined in the Law, including the Taipei Exchange and the TSE), may be evidenced and transferred in accordance with the rules and regulations of such exchange.

1. The instrument of transfer of any Share shall be in any usual or common form or such other form as

82

Appendix V

==> picture [71 x 63] intentionally omitted <==

the Directors may, in their absolute discretion, approve or the form required by the Taipei Exchange or TSE (for so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE) and be executed by or on behalf of the transferor and if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares. The Register of Members maintained by the Company in respect of the Shares which are registered in the Emerging Market or listed in the Taipei Exchange or the TSE may be kept by recording the particulars required under the Law in a form otherwise than legible provided such recording otherwise complies with the laws applicable to the Emerging Market, Taipei Exchange or TSE and the Applicable Listing Rules. To the extent the Register of Members is kept in a form otherwise than legible it must be capable of being reproduced in a legible form.

1. The Board may decline to register any transfer of any Share unless:

2. (a) the instrument of transfer is lodged with the Company, accompanied by the certificate (if any) for the Shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

3. (b) the instrument of transfer is in respect of only one (1) class of Shares;

4. (c) the instrument of transfer is properly stamped, if required; or

5. (d) in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four (4).

This Article is not applicable during the period that the Shares are registered in the Emerging Market or listed in Taipei Exchange or TSE.

1. The registration of transfers may be suspended when the Register is closed in accordance with Article 41.

2. All instruments of transfer that are registered shall be retained by the Company, but any instrument of transfer that the Directors decline to register shall (except in any case of fraud) be returned to the Person depositing the same.

TRANSMISSION OF SHARES

1. The legal personal representative of a deceased sole holder of a Share shall be the only Person

83

Appendix V

==> picture [71 x 63] intentionally omitted <==

recognised by the Company as having any title to the Share. In the case of a Share registered in the name of two (2) or more holders, the survivors or survivor, or the legal personal representatives of the deceased, shall be the only Person recognised by the Company as having any title to the Share.

1. Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt Person could have made. If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects, but the Directors shall, in either case, have the same right to decline or suspend registration, and for so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, decline or suspend registration in accordance with the laws applicable to the Emerging Market, Taipei Exchange or TSE and the Applicable Listing Rules, as they would have had in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy.

2. A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company; provided however, that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the Share, and if the notice is not complied with within ninety (90) days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with. Notwithstanding the above, for so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, the Directors shall comply with the laws applicable to the Emerging Market, Taipei Exchange or TSE and the Applicable Listing Rules.

VOTING ON RESOLUTION

1. The Company may from time to time by Special Resolution increase the share capital by such sum, to be divided into Shares of such Classes and amount, as the resolution shall prescribe.

The Company may from time to time by Ordinary Resolution:

84

Appendix V

==> picture [71 x 63] intentionally omitted <==

• (a) consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;

• (b) convert all or any of its paid up Shares into stock and reconvert that stock into paid up Shares of any denomination;

• (c) subdivide its existing Shares, or any of them into Shares of a smaller amount; and

• (d) cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.

• The Company may also by Special Resolution:

• (a) change its name;

• (b) subject to the Law, reduce its share capital and any capital redemption reserve in any manner authorised by law; and

• (c) effect a Merger of the Company in accordance with the Applicable Listing Rules and the Law.

For the avoidance of doubt, in case a Merger is a Delisting, Article 33A shall apply.

1. The Company may also by either a Supermajority Resolution Type A or the Supermajority Resolution Type B:

2. (a) enter into, amend, or terminate any contract for lease of its business in whole, or for entrusting business, or for regular joint operation with others;

3. (b)

4. transfer the whole or any material part of its business or assets;

5. (c) take over the transfer of another's whole business or assets, which will have a material effect on the business operation of the Company;

6. (d) effect any Spin-off of the Company in accordance with the Applicable Listing Rules;

7. (e) grant waiver to the Director’s engaging in any business within the scope of the Company’s business;

8. (f) issue restricted shares for employees pursuant to Article 17B;

9. (g) distribute part or all of its dividends or bonus by way of issuance of new Shares, for the avoidance of doubts, the allotment of bonus shares in connection with the Employees'

85

Appendix V

==> picture [71 x 63] intentionally omitted <==

Remunerations and Directors’ Remunerations pursuant to Article 129 shall not require the approval of a Supermajority Resolution Type A or a Supermajority Resolution Type B; and

(h) apply for the approval of ceasing the status as a public company.

1. Subject to the Law, these Articles and the quorum requirement under the Applicable Listing Rules, with regard to the dissolution procedures of the Company, the Company shall pass;

2. (a) either a Supermajority Resolution Type A or a Supermajority Resolution Type B, if the Company resolves that it be wound up voluntarily because it is unable to pay its debts as they fall due; or

3. (b) a Special Resolution, if the Company resolves that it be wound up voluntarily for reasons other than the reason stated in Article 33(a) above

33A The Company shall pass a Supermajority Special Resolution if the Company effects a Delisting in accordance with the Applicable Listing Rules.

1. Subject to the Law, in the event any of the resolutions with respect to the paragraph (a), (b), or (c) of Article 32 is adopted by general meeting, any Shareholder who has notified the Company in writing of his objection to such proposal prior to such meeting and subsequently raised his objection at the meeting may request the Company to purchase all of his Shares at the then prevailing fair price within twenty (20) days after the date of the resolution. In the event the Company fails to reach such agreement with the Shareholder within sixty (60) days after the date of the resolution, the Shareholder may, within thirty (30) days after such sixty (60)-day period, file a petition to any competent court of Taiwan for a ruling on the appraisal price, and, to the extent that the ruling is capable of enforcement and recognition outside Taiwan, such ruling by such Taiwan court shall be binding and conclusive as between the Company and requested Shareholder solely with respect to the appraisal price.

Subject to the Law, in the event any part of the Company’s business is Spun Off or involved in any Merger with any other company, the Shareholder, who has forfeited his right to vote on such matter and expressed his dissent therefor, in writing or verbally (with a record) before or during the general meeting, may request the Company to purchase all of his Shares at the then prevailing fair price within twenty (20) days after the date of the resolution. In the event the Company fails to reach such agreement with the Shareholder within sixty (60) days after the date of the resolution, the Shareholder may, within thirty (30) days after such sixty (60)-day period, file a petition to any competent court of Taiwan for a ruling on the appraisal price, and, to the extent that the ruling is capable of enforcement and recognition outside Taiwan, such ruling by such Taiwan court shall be

86

Appendix V

==> picture [71 x 63] intentionally omitted <==

binding and conclusive as between the Company and requested Shareholder solely with respect to the appraisal price.

REDEMPTION AND PURCHASE OF SHARES

1. Subject to the Law, the Applicable Listing Rules and these Articles, the Company is authorized to issue shares which are to be redeemed or are liable to be redeemed at the option of the Company or a Shareholder. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, the repurchase of the Shares by the Company shall be subject to the Applicable Listing Rules and the Cayman Islands law.

2. The Company is authorised to make payments in respect of the redemption of its shares out of the funds lawfully available (including out of capital) in accordance with the Law and the Applicable Listing Rules.

3. The redemption price of a redeemable Share, or the method of calculation thereof, shall be fixed by the Directors at or before issue of such Share. Subject to these Articles, every share certificate representing a redeemable share shall indicate that the share is redeemable.

4. Subject to the Applicable Listing Rules and Articles 38B and 39B, and with the sanction of an Ordinary Resolution authorising the manner and terms of purchase, the Directors may on behalf of the Company purchase any share in the Company (including a redeemable share) by agreement with the Shareholder or pursuant to the terms of the issue of the share and may make payments in respect of such purchase in accordance with the Law, the Applicable Listing Rules and the Ordinary Resolution authorizing the manner and terms of purchase.

5. 38B. Subject to the Applicable Listing Rules, upon approval of a majority of Directors present at a Board meeting attended by two-thirds (2/3) of all Directors or more, the Company may repurchase its outstanding Shares listed on the Taipei Exchange or TSE. The resolutions of Board of Directors in the preceding paragraph and how such resolutions are implemented shall be reported to the Shareholders at the next general meeting. If the Company fails to accomplish the repurchase of its outstanding Shares listed on the Taipei Exchange or TSE as approved and anticipated by the resolutions of the Board of Directors, it shall be reported to the Shareholders at the next general meeting.

6. The redemption price or repurchase price may be paid in any manner authorised by the Law and these Articles. A delay in payment of the redemption price or repurchase price shall not affect the redemption or repurchase but, in the case of a delay of more than thirty (30) days, interest shall be paid for the period from the due date until actual payment at a rate which the Directors, after due enquiry, estimate to be representative of the rates being offered by Class A banks in the Cayman Islands for thirty day deposits in the same currency.

87

Appendix V

==> picture [71 x 63] intentionally omitted <==

39B. The Shares may only be cancelled in connection with a repurchase of Shares out of the share capital of the Company or any account or funds legally available therefor with the sanction of either the Supermajority Resolution Type A or the Supermajority Resolution Type B. The number of Shares to be repurchased and cancelled pursuant to a repurchase of Shares described in the preceding paragraph shall be pro rata among the Shareholders in proportion to the number of Shares held by each such Shareholder.

The amount payable to the Shareholders in connection with a repurchase of Shares out of the share capital of the Company or any account or funds legally available therefor may be paid in cash or by way of delivery of assets in specie (i.e., non-cash). The assets to be delivered and the amount of such substitutive share capital in connection with a repurchase of Shares out of the share capital of the Company or any account or funds legally available therefor shall be approved by either the Supermajority Resolution Type A or the Supermajority Resolution Type B and shall be subject to consent by the Shareholder receiving such assets. Prior to such general meeting, the Board of Directors shall have the value of assets to be delivered and the amount of such substitutive share capital in respect of repurchase of the Shares (as described in the preceding paragraph) be audited and certified by a certified public accountant in Taiwan.

TREASURY SHARES

1. No share may be redeemed unless it is fully paid-up. Shares that the Company purchases, redeems or acquires (by way of surrender or otherwise) may, at the option of the Company, be immediately cancelled or held as Treasury Shares in accordance with the Law and Applicable Listing Rules. If the Board of Directors does not specify that the relevant Shares are to be held as Treasury Shares, such Shares shall be cancelled.

2. 40B. No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company's assets (including any distribution of assets to members on a winding up) may be declared or paid in respect of Treasury Shares.

3. 40C. The Company shall be entered into the Register as the holder of the Treasury Shares provided that:

4. (a) the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void;

5. (b) a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued Shares at any given time, whether for the purposes of these Articles or the Law, save that subject to the Applicable Listing Rules and the Law, an allotment of Shares as fully paid

88

Appendix V

==> picture [71 x 63] intentionally omitted <==

bonus shares in respect of a Treasury Shares is permitted and Shares allotted as fully paid bonus shares in respect of a Treasury Shares shall be treated as Treasury Shares.

• 40D Subject to Article 40E and the Applicable Listing Rules, the Treasury Shares may be disposed of by the Company on such terms and conditions as determined by the Board of Directors. If the Treasury Shares having been repurchased by the Company is for the purpose of the transfer to employees under the Applicable Listing Rules, such employees may undertake to the Company to refrain from transferring such Shares during certain period with a maximum of two (2) years.

• 40E. Subject to the Applicable Listing Rules, the transfer of Treasury Shares to its employees by the Company at a price lower than the average price at which the Treasury Shares were actually repurchased by the Company shall be approved at the next general meeting by a resolution passed by at least two-thirds (2/3) of votes of Shareholders attending the meeting with a quorum of more than half of the total issued Shares. The following matters shall be listed in the reasons for convening this general meeting and in no event shall such matters be proposed at the general meeting as ad hoc motions:

• (a) transfer price determined, discount rate, calculation basis and fairness;

• (b) number of Treasury Shares to be transferred, purpose and fairness;

• (c) criteria of eligible employees and number of Treasury Shares that may be subscribed for; and

• (d) impact on shareholders' rights: (i) the amount to be booked as expense of the Company and dilution of earnings per Share; and (ii) description of the Company's financial burden arising from the transfer of Treasury Shares to employees at a price lower than the average price at which the Treasury Shares were actually repurchased by the Company.

The accumulated number of Treasury Shares that have been transferred to employees as so approved at each general meetings shall not exceed five (5%) of the total issued Shares of the Company, and the accumulated number of Treasury Shares transferred to a single employee shall not exceed zero point five percent (0.5%) of the total issued Shares.

CLOSING REGISTER OR FIXING RECORD DATE

1. For the purpose of determining those Members that are entitled to receive notice of, attend or vote at any meeting of Members or any adjournment thereof, or those Members that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Member for any other

89

Appendix V

==> picture [71 x 63] intentionally omitted <==

purpose, the Directors may provide that the Register shall be closed for transfers for a stated period. For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, the Register shall be closed at least for a period of sixty (60) days, thirty (30) days and five (5) days inclusive of the date of each annual general meeting, each extraordinary general meeting and the record date for a dividend distribution, respectively (the “ Book Closure Period ”).

1. Apart from closing the Register, the Directors may fix in advance a date as the record date for any such determination of those Members that are entitled to receive notice of, attend or vote at a general meeting and for the purpose of determining those Members that are entitled to receive payment of any dividend. In the event the Directors designate a record date in accordance with this Article 42 in respect of convening a general meeting, such record date shall be a date prior to the general meeting and the Directors shall immediately make a public announcement on the website designated by the Commission and the Taipei Exchange or TSE pursuant to the Applicable Listing Rules.

GENERAL MEETINGS

1. All general meetings other than annual general meetings shall be called extraordinary general meetings.

2. The Board may, whenever they think fit, convene a general meeting of the Company; provided that the Company shall in each year hold a general meeting as its annual general meeting within six (6) months after close of each financial year and shall specify the meeting as such in the notices calling it.

3. At these meetings the report of the Directors (if any) shall be presented. For so long as the Shares are registered in the Emerging Market and/or listed in the Taipei Exchange or TSE, all general meetings shall be held in Taiwan, if a general meeting is to be convened outside Taiwan, the Company, within two (2) days after the Board adopts such resolution, or, in the event of an extraordinary general meeting convened pursuant to Article 46, the relevant Shareholders, shall apply for the approval of the Taipei Exchange or the TSE.

4. (1) Extraordinary general meetings may also be convened by the Board on the requisition in writing of any Shareholder or Shareholders entitled to attend and vote at general meetings of the Company holding three percent (3%) or more of the total number of issued Shares of the Company for a period of one (1) consecutive year or a longer time deposited at the Office or the Shareholders’ Service Agent specifying the objects of the meeting, and if the Board does not duly proceed to convene such meeting for a date not later than 15 days after the date of such deposit, for so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, the requisitionists themselves may convene the extraordinary general meeting in the same manner as

90

Appendix V

==> picture [71 x 63] intentionally omitted <==

provided for under Article 48, as nearly as possible, as that in which general meetings may be convened by the Directors, and all reasonable expenses incurred by the requisitionists as a result of the failure of the Directors to convene the general meeting shall be reimbursed to them by the Company.

• (2) Any one or more Shareholder(s) continuously holding more than half of the total issued and outstanding Shares of the Company for a period of no less than three months may convene an extraordinary general meeting. The number of Shares held by such Shareholder or Shareholders and the holding period of which such Shareholder or Shareholders hold such Shares shall be calculated and determined based on the Register as of the first day of the Book Closure Period.

• (3) In addition to the circumstance where the Board should have convened a general meeting but does not or is unable to convene a general meeting pursuant to the Law, the Applicable Listing Rules or these Articles, an Independent Director from the audit committee of the Company may also, for the benefit of the Company, call a general meeting when it is deemed necessary.

• If at any time there are no Directors, any Shareholder or Shareholders holding three percent (3%) or more of the total number of the issued Shares of the Company for a period of one (1) consecutive year or a longer time may, for so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, convene a general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors.

NOTICE OF GENERAL MEETINGS

1. At least twenty (20) and ten (10) days’ notices in writing shall be given for any annual and extraordinary general meetings, respectively; provided however for so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, at least thirty (30) and fifteen (15) days’ notices in writing shall be given for any annual and extraordinary general meetings, respectively. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business. The notice for a general meeting may be given by means of electronic communication if the Company obtains prior consent by the individual recipients.

2. 48B. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, the Company shall make public announcements with regard to notice of general meeting, proxy form, and summary information and details about issues for recognition, discussion, election or dismissal of Directors or supervisors (if any) at least thirty (30) days prior to any annual general meeting or at least fifteen (15) days prior to any extraordinary general meeting.

91

Appendix V

==> picture [71 x 63] intentionally omitted <==

If the Company allows the Shareholders to exercise the votes and cast the votes in writing or by way of electronic transmission in accordance with Article 67, the Company shall also send to the Shareholders the information and documents as described in the preceding paragraph, together with the voting right exercise forms.

1. The Board shall prepare a manual setting out the agenda of a general meeting (including all the subjects and matters to be resolved at the meeting) and shall make public announcement(s) in a manner permitted by the Applicable Listing Rules to disclose the contents of such manual together with other information related to the said meeting at least twenty-one (21) days prior to the date of annual general meetings and at least fifteen (15) days prior to the date of extraordinary general meetings. Such manual shall be distributed to all Shareholders attending the general meeting in person, by proxy or by corporate representative(s) (where the Shareholder is a corporation) at the general meeting.

2. The following matters shall be specified in the notice of a general meeting with the description of their major contents, and shall not be proposed as ad hoc motions. The major contents may be posted on the website designated by the R.O.C. competent authorities or the Company, and such website shall be indicated in the notice:

3. (a) election or discharge of Directors or supervisors (if any);

4. (b) amendments to the Memorandum of Association and/or these Articles;

5. (c) any capital reduction;

6. (d)

7. applying for the approval of ceasing the status as a public company;

8. (e) dissolution, share swap (as defined in the Applicable Listing Rules), Merger or Spin-off of the Company;

9. (f) entering into, amendment to, or termination of any contract for lease of its business in whole, or for entrusting business, or for regular joint operation with others;

10. (g) the transfer of the whole or any material part of its business or assets;

11. (h) the takeover of another's whole business or assets, which will have a material effect on the business operation of the Company;

12. (i)

13. the private placement of equity-linked securities;

14. (j) granting waiver to the Director’s engaging in any business within the scope of business of the Company;

92

Appendix V

==> picture [71 x 63] intentionally omitted <==

• (k) distribution of part or all of its dividends or bonus by way of issuance of new Shares;

• (l) capitalization of the Legal Reserves and Capital Reserves arising from the sha r e pe m iu a c ount orendowme n t icome, in whole or in part, by issuing new Shares which shall be distributable as dividend shares to the then Shareholders in proportion to the number of Shares being held by each of them;

• (m) subject to the Law, distribution of the Legal Reserves and Capital Reserves arising from the share premium account or endowment income, in whole or in part, by paying cash to the then Shareholders in proportion to the number of Shares being held by each of them;

• (n) the transfer of Treasury Shares to its employees by the Company; and

• (o) the Delisting.

Subject to the Law and these Articles, the Shareholders may propose matters in a general meeting to the extent of matters as described in the agenda of such meeting.

PROCEEDINGS AT GENERAL MEETINGS

1. No business shall be transacted at any general meeting unless a quorum of Shareholders is present at the time when the meeting proceeds to business. Save as otherwise provided by these Articles, the holders of Shares being more than an aggregate of one-half (1/2) of all Shares in issue present in person or by proxy and entitled to vote shall be a quorum for all purposes.

2. (1) Shareholder(s) holding one percent (1%) or more of the total number of issued Shares immediately prior to the Book Closure Period may propose in writing to the Company a proposal for discussion at an annual general meeting, or by way of electronic transmission for resolution at an annual general meeting. The Company shall give a public notice in such manner as permitted by the Applicable Listing Rules at such time deemed appropriate by the Board specifying the place and a period of not less than ten (10) days for Members to submit proposals. Any Shareholder(s) whose proposal has been submitted and accepted by the Board, shall continue to be entitled to attend the annual general meeting in person or by proxy or in the case of a corporation, by its authorised representative(s), and participate in the discussion of such proposal.

3. (2) The Board shall include a proposal submitted by a Shareholder(s) unless: (i) the number of Shares held by such Shareholder(s) is less than one percent (1%) of the total number of issued Shares in the Register of Members as of the record date determined by the Board or upon commencement of the period for which the Register shall be closed before the general meeting; (ii) the proposal involves matters which cannot be resolved at the annual general meeting in accordance with or under the Applicable Listing Rules; (iii) the proposal submitted concerns more than one matter; (iv) the proposal contains more than three hundred (300) words; or (v) the proposal is

93

Appendix V

==> picture [71 x 63] intentionally omitted <==

submitted after the expiration of the specified period determined by the Board, in which case, the rejected proposal shall not be discussed at the annual general meeting. The Company shall, prior to the dispatch of a notice of the annual general meeting, inform the Shareholders the result of submission of proposals and list in the notice of annual general meeting the proposals accepted for consideration and approval at the annual general meeting. The Board shall explain at the annual general meeting the reasons for excluding proposals submitted by such Shareholder(s).

(3) If a proposal submitted by Shareholder(s) is intended to urge the Company to promote public interests or fulfil its social responsibilities, the Board may include the proposal notwithstanding that one of the circumstances set forth in the preceding Paragraph (2) of this Article applies.

1. Subject to the Applicable Listing Rules, the Chairman, if any, of the Board of the Directors shall preside as chairman at every general meeting of the Company convened by the Board of Directors. In case the Chairman is on leave or absent or cannot exercise his/her power and authority for any cause, he/she shall designate one of the other Directors to act on his/her behalf. In the absence of such a designation, the Directors shall elect from among themselves a chairman for such meeting.

2. Subject to the Applicable Listing Rules, for a general meeting convened by any other person having the convening right, such person shall act as the chairman of that meeting; provided that if there are two (2) or more persons jointly having the convening right, the chairman of the meeting shall be elected from those persons.

3. Subject to the Applicable Listing Rules, at any general meeting a resolution put to the vote of the meeting shall be decided on a poll. The number or proportion of the votes in favour of, or against, that resolution shall be recorded in the minutes of the meeting.

4. Unless otherwise expressly required by the Law or these Articles, any matter which has been presented for resolution, approval, confirmation or adoption by the Shareholders at any general meeting shall be passed by an Ordinary Resolution.

5. In the case of an equality of votes, the chairman of the meeting shall not be entitled to a second or casting vote. Subject to these Articles and the Applicable Listing Rules, the Company shall additionally comply with the Procedural Rules of General Meetings.

VOTES OF SHAREHOLDERS

1. Subject to these Articles and any rights and restrictions for the time being attached to any Share, every Shareholder and every Person representing a Shareholder by proxy shall have one (1) vote for each Share of which he or the Person represented by proxy is the holder. Subject to the Law and unless otherwise provided for in these Articles, any resolutions at a general meeting of the Company shall be adopted by an Ordinary Resolution.

94

Appendix V

==> picture [71 x 63] intentionally omitted <==

For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, any Shareholder holding Shares on behalf of one or more Persons (each a " Beneficial Owner ") may exercise his/her voting rights severally in accordance with the request(s) of such Beneficial Owner. The qualifications, scopes, exercises, operational procedures and other matters in relation to the aforesaid separate exercise of voting rights shall be conducted in accordance with the Applicable Listing Rules.

1. No vote may be exercised by any Shareholder with respect to any of the following Shares:

2. (a) the Treasury Shares held by the Company in accordance with the Law, these Articles and the Applicable Listing Rules;

3. (b) the Shares held by any subordinate company of the Company as defined in the Applicable Listing Rules, where the total number of voting shares or total shares equity held by the Company in such a subordinated company represents more than one-half (1/2) of the total number of voting shares or the total shares equity of such a subordinated company; or

4. (c) the Shares held by another company, where the Company and its subordinated company directly or indirectly hold more than one-half (1/2) of the total number of the voting shares or total shares equity of such company.

Any votes cast by or on behalf of such Shareholder in contravention of the foregoing shall not be counted in the total number of issued shares while calculating the quorum for the purpose of Article 51.

1. In the case of joint holders, the joint holders shall select among them a representative for the exercise of their shareholder’s rights and the vote of their representative who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders.

2. A Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote by his committee, or other Person in the nature of a committee appointed by that court, and any such committee or other Person, guardian or any other Person who is similar to guardian and appointed by any court having jurisdiction, may vote by proxy.

3. A Shareholder may appoint a proxy to attend a general meeting on his behalf by executing an instrument in usual or common form or such other form as the Directors may approve, and such proxy form shall be prepared by the Company stating therein the scope of power authorized to the proxy. A Shareholder may only execute one (1) such proxy form and appoint one (1) proxy for each general meeting, and shall serve such written proxy to the Company no later than five (5) days prior to the meeting date. In case the Company receives two (2) or more written proxies from one (1)

95

Appendix V

==> picture [71 x 63] intentionally omitted <==

Shareholder, the first one arriving at the Company shall prevail unless an explicit statement to revoke the previous written proxy is made in the proxy which comes later.

• 62B. After a proxy is delivered to the Company, if the Shareholder issuing the proxy intends to attend the general meeting in person or exercise the voting rights in writing or by way of electronic transmission, the Shareholder shall issue a written notice to the Company to revoke the proxy at least two (2) days prior to the general meeting. If the revocation is not made during the prescribed period, the votes casted by the person as proxy shall prevail.

• The instrument appointing a proxy shall be in the form approved by the Board and be expressed to be for a particular meeting only. The form of proxy shall include at least the following information: (a) instructions on how to complete such proxy, (b) the matters to be voted upon pursuant to such proxy, and (c) basic identification information relating to the relevant Shareholder, proxy recipient and proxy solicitation agent (if any). The form of proxy shall be provided to the Shareholders together with the relevant notice by mail or electronic transmission for the relevant general meeting. Notwithstanding any other provisions of these Articles, the distribution of the notice and proxy materials shall be made to all Shareholders and such distribution, regardless of delivering by email or by electronic transmission, shall be made on the same day.

• The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Shareholder.

• Except for Taiwan trust enterprises or Shareholders’ Service Agencies approved by Taiwan competent authorities or the chairman appointed pursuant to Article 68, when a person who acts as the proxy for two (2) or more Shareholders concurrently, the number of votes represented by him shall not exceed three percent (3%) of the total number of votes of the Company and the portion of votes in excess of the said three percent (3%) represented by such proxy shall not be counted.

• To the extent required by the Applicable Listing Rules, any Shareholder who bears a personal interest that may conflict with and impair the interest of the Company in respect of any matter proposed (the “ Proposed Matters ”) for consideration and approval at a general meeting shall abstain from voting any of the Shares that such Shareholder should otherwise be entitled to vote in person, as a proxy or corporate representative with respect to the said matter, but all such Shares shall be counted in the quorum for the purpose of Article 51 notwithstanding that such Shareholder should not exercise his voting right. Any votes cast by or on behalf of such Shareholder in contravention of the foregoing shall not be counted in the number of votes of Shareholders present at the general meeting for the resolution relating to the Proposed Matters by the Company.

96

Appendix V

==> picture [71 x 63] intentionally omitted <==

1. Unless otherwise provided in these Articles, the voting at the general meeting may be exercised in writing or by way of electronic transmission, provided, however, that the method for exercising the votes shall be described in the notice of the general meeting. Subject to the Applicable Listing Rules, the Company must allow the voting at the general meeting be exercised by way of electronic transmission as one of the voting methods at the general meeting. If the Board resolves to hold a general meeting outside Taiwan, the Company must allow the Shareholders to exercise the votes and cast the votes in writing or by way of electronic transmission.

2. A Shareholder who exercises his votes in writing or by way of electronic transmission as set forth in the preceding article shall be deemed to have appointed the chairman of the general meeting as his or her proxy to exercise his or her voting right at such general meeting in accordance with the instructions stipulated in the written or electronic document, but shall be deemed to have waived his votes in respective of any ad hoc motions and the amendments to the contents of the original proposals at such general meeting; provided, however, that such appointment shall be deemed not to constitute the appointment of a proxy for the purposes of the Applicable Listing Rules. The chairman, acting as proxy of a Shareholder, shall not exercise the voting right of such Shareholder in any way not stipulated in the written or electronic document.

For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, where a general meeting is to be held outside Taiwan, the Company shall engage a designated institute (i.e., Shareholders’ Service Agent located in Taiwan) approved by the Commission and the Taipei Exchange or the TSE to handle the administration of such general meeting (including but not limited to the voting for Shareholders of the Company).

1. A Shareholder shall submit his or her vote by way of written ballot or electronic transmission pursuant to Article 67 to the Company at least two (2) days prior to the scheduled meeting date of the general meeting; whereas if two (2) or more such written ballot or electronic transmission are submitted to the Company, the proxy deemed to be given to the chairman of the general meeting pursuant to Article 68 by the first written ballot or electronic transmission shall prevail unless it is expressly included in the subsequent vote by written ballot or electronic transmission that the original vote submitted by written ballot or electronic transmission be revoked.

2. In case a Shareholder who has submitted his votes by written ballot or electronic transmission intends to attend the general meeting in person, he shall, at least two (2) days prior to the date of the meeting revoke such vote by written ballot or electronic transmission and such revocation shall constitute a revocation of the proxy deemed to be given to the chairman of the general meeting pursuant to Article 68. If a Shareholder who has submitted his or her vote in writing or by way of electronic transmission pursuant to Article 67 does not submit such a revocation before the prescribed time, his or her vote by written ballot or electronic transmission and the proxy deemed to be given to the chairman of the general meeting pursuant to Article 68 shall prevail.

97

Appendix V

==> picture [71 x 63] intentionally omitted <==

If a Shareholder has submitted his or her vote in writing or by way of electronic transmission pursuant to Article 67, and has subsequently submitted a proxy appointing a person as his or her proxy to attend the general meeting on his or her behalf, the subsequent appointment of that person as his or her proxy shall be deemed to be a revocation of such Shareholder’s deemed appointment of the chairman of the general meeting as his or her proxy pursuant to Article 68 and the vote casted by that person subsequently appointed as his or her proxy shall prevail.

1. In case the procedure for convening a general meeting or the method of adopting resolutions is in violation of the Law, Applicable Listing Rules or these Articles, a Shareholder may, within thirty (30) days from the date of the resolution, submit a petition to a competent court having proper jurisdiction, including, the Taipei District Court of the Republic of China if applicable, for revocation of such resolution.

PROXY AND PROXY SOLICITATION

1. For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or the TSE, the Company shall comply with the Applicable Listing Rules (including but not limited to the "Guidelines Governing the Utilization of Proxy for Shareholders Meetings of Public Companies") in respect of the proxies and proxy solicitation.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

1. Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Board of Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director.

DIRECTORS

1. Unless otherwise determined by the Company in general meeting, the number of Directors shall be no less than five (5) Directors with a maximum of eleven (11) Directors. Amongst the Board of Directors, the Company shall have at least three (3) Independent Directors, and the Independent Directors shall account for at least one-fifth (1/5) of the total number of Directors. At least one (1) of the Independent Directors must be domiciled in Taiwan. For so long as the Shares are listed on the Taipei Exchange or the TSE, the Directors shall include such number of Independent Directors as applicable law, rules or regulations or the Applicable Listing Rules require for a foreign issuer. The qualification, formation, appointment, discharge, exercise of authority and other compliance of Directors and Independent Directors shall be subject to and governed by the Applicable Listing Rules.

98

Appendix V

==> picture [71 x 63] intentionally omitted <==

Where any Shareholder is a corporate entity, its representative may be elected as Director or supervisor (if any). Where there are several representatives of any corporate Shareholder, such representatives may be elected as either Directors or supervisors (if any) but not as Director and supervisors (if any) concurrently.

1. Independent Directors shall possess professional knowledge and maintain independence within the scope of their directorial duties without having any direct or indirect interest in the Company. The professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence of Independent Directors, method of nomination of Independent Directors, and other matters in relation to Independent Directors shall be subject to the Applicable Listing Rules.

When the number of Independent Directors falls below the required number of Independent Directors under these Articles or the Applicable Listing Rules due to the disqualification or resignation of an Independent Director or the Independent Director ceases to be a Director for any reason, the vacancy of such Independent Director shall be filled and elected at the next following general meeting. When all of the Independent Directors have been disqualified, resigned or cease to be Directors for any reason, an extraordinary general meeting shall be convened within sixty (60) days of the occurrence of that fact to elect Independent Directors.

1. Unless otherwise permitted by the Commission and under the Applicable Listing Rules, a spousal relationship and/or a Family Relationship within the Second Degree of Kinship shall not exist among more than half (1/2) of the Directors (the “Threshold”).

Where the Directors elected at the general meeting do not meet the Threshold, the election of the Director receiving the lowest number of votes among those not meeting the Threshold shall be deemed null and void. If any of the existing Directors does not meet the Threshold, such Director in office shall be discharged immediately and automatically.

1. When the number of Directors falls below five (5) due to the disqualification or resignation of a Director or any Director ceases to be a Director of the Company for any reason, the Company shall hold an election to elect substitute director(s) at the next following general meeting. When the number of Directors falls short by one-third (1/3) of total number of Directors elected at the previous general meeting convened to elect Directors and notwithstanding the actual current number of Directors, an extraordinary general meeting shall be convened within sixty (60) days of the occurrence of that fact to hold an election of Directors.

In the event where all Directors are subject for Re-Election at a general meeting held prior to the expiration of the term of the current Directors, subject to the successful election of the new Directors at the same meeting, the term of the existing Directors shall be deemed to have expired immediately prior to the Re-Election, if the Shareholders do not resolve that all current Directors

99

Appendix V

==> picture [71 x 63] intentionally omitted <==

will only retire at the expiration of their present term of office or any other date as otherwise resolved by the Shareholders at the general meeting. The aforesaid re-election of all Directors shall be held in the general meeting attended by Shareholders representing more than fifty percent (50%) of total issued Shares of the Company.

1. The general meeting of the Shareholders may appoint any natural person or corporation to be a Director or supervisors (if any). At a general meeting of election of Directors or supervisors (if any), the number of votes exercisable in respect of one (1) Share shall be the same as the number of Directors or supervisors (if any) to be elected, and the total number of votes per Share may be consolidated for election of one (1) candidate or may be split for election of two (2) or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a Director or supervisor (if any) so elected.

2. For so long as the Shares are registered in Emerging Market or listed on the Taipei Exchange or TSE, subject to the Applicable Listing Rules, the Company shall adopt a candidate nomination mechanism for the purpose of the appointment and election of Directors (including the Independent Directors) or supervisors (if any) in accordance with the Applicable Listing Rules and, for the avoidance of doubts, (i) the Directors (excluding the Independent Directors) or supervisors (if any) shall only be elected and approved by the Shareholders from the list of candidates for Directors (excluding the Independent Directors) and supervisors (if any); and (ii) the Independent Directors shall only be elected and approved by the Shareholders from the list of candidates for Independent Directors.

Subject to these Articles and the Applicable Listing Rules, the Company shall additionally comply with the Guidelines Governing Election of Directors.

1. Subject to these Articles, the term for which a Director and supervisor (if any) will hold office shall not exceed three (3) years; thereafter he/she may be eligible for re-election. In case no election of new Directors or supervisors (if any) is effected after expiration of the term of office of the existing Directors or supervisors (if any), the term of office of such Directors or supervisors (if any) shall be extended until the time new Directors or supervisors (if any) are elected and assume their office.

2. A Director may be discharged at any time by either a Supermajority Resolution Type A or a Supermajority Resolution Type B adopted at a general meeting. If a Director is discharged during the term of his/her office as a director without good cause, such Director may make a claim against the Company for any and all damages sustained by him/her as a result of such discharge.

3. The Board of Directors shall have a Chairman (the “ Chairman ”) elected and appointed by a majority of the Directors present at the Board meeting the quorum of which shall be two-thirds of all of the Directors then in office.

100

Appendix V

==> picture [71 x 63] intentionally omitted <==

• 82B. For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, subject to the Applicable Listing Rules, any Director (the Independent Director is excluded) or supervisor (if any), who, during his or her term and in one or more transactions, transfers more than fifty percent (50%) of the total Shares held by such Director or supervisor (as the case may be) at the time of his or her appointment or election as Director or supervisor (as the case may be) being approved at a general meeting (the " Approval Time "), shall be discharged or vacated from the office of Director or supervisor (as the case may be).

For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, subject to the Applicable Listing Rules, if any person transfers, in one or more transactions, more than fifty percent (50%) of the Shares held by him or her at the Approval Time either (i) during the period from the Approval Time to the commencement date of his or her office as Director (the Independent Director is excluded) or supervisor (if any), or (ii) during the period when the Register is closed for transfer of Shares prior to the general meeting at which the appointment or election of such person as a Director(the Independent Director is excluded) or supervisor (if any) will be proposed, his or her appointment or election as Director(the Independent Director is excluded) or supervisor (if any) shall be null and void.

1. The Board may, from time to time, and except as required by the applicable laws and Applicable Listing Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives, which shall be intended to set forth the policies of the Company and the Board on various corporate governance related matters as the Board shall determine by resolution from time to time.

2. A Director shall not be required to hold any Shares in the Company by way of qualification.

3. 84B. For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, subject to the Applicable Listing Rules, where any Director, who is also a Shareholder of the Company, creates or has created a pledge on the Shares held by such Director (the " Pledged Shares ") exceeding fifty percent (50%) of total Shares held by such Director at the time of his/her appointment as Director being approved at a general meeting, such Director shall refrain from exercising its voting rights on the Shares representing the difference between the Pledged Shares and fifty percent (50%) of total Shares held by such Director at the time of his/her appointment as Director being approved at a general meeting, and such Shares shall not be counted toward the number of votes represented by the Shareholders present at a general meeting.

101

Appendix V

==> picture [71 x 63] intentionally omitted <==

DIRECTORS’ FEES AND EXPENSES

1. Unless otherwise stipulated in these Articles or the Applicable Listing Rules, the remuneration (if any) of the Directors is subject to resolution by the Board of Directors in accordance with the standard prevalent in the industry. Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of Shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director.

2. Subject to Article 85, any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article.

3. 86B. The Company shall establish a salaries and remuneration committee, and the professional qualifications of members, formation, appointment, discharge, how such committee functions and exercises its power and other relevant matters shall be subject to the Applicable Listing Rules. The salaries and remunerations in the preceding paragraph include the salaries and remunerations and stock options and other measures providing substantial incentives for Directors and managers.

ALTERNATE

1. Subject to the Applicable Listing Rules, any Director may appoint another Director to be his or her alternate and to act in such Director's place at any Board meeting. Every such alternate Director shall be entitled to attend and vote at the Board meeting as the alternate of the Director appointing him or her and where he or she is a Director to have a separate vote in addition to his or her own vote.

2. Subject to the Applicable Listing Rules, the appointment of the alternate Director referred in the preceding article shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such appointment is to be used, or first used, prior to the commencement of the Board meeting.

POWERS AND DUTIES OF DIRECTORS

1. At the close of each financial year, the Board of Directors shall prepare the business report, financial statements and the surplus earning distribution and/or loss offsetting proposals for adoption by the

102

Appendix V

==> picture [71 x 63] intentionally omitted <==

annual general meeting, and upon such adoption by the annual general meeting, distribute or make public announcements to each Shareholder copies of adopted financial statements and the resolutions on the surplus earning distribution and/or loss offsetting in accordance with these Articles and the Applicable Listing Rules. For so long as the Shares are registered in the Emerging Stock Market or listed in the Taipei Exchange or the TSE, alternatively, the distribution of the aforesaid adopted financial statements and the resolutions on the surplus earning distribution and/or loss offsetting may be accomplished by way of making public announcements by the Company.

1. Subject to the Law, these Articles, Applicable Listing Rules and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company.

2. The Directors may from time to time appoint any Person (exclusive of any Independent Directors), whether or not such Person is a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company, including but not limited to, the office of the chief executive officer, president, one (1) or more vice-presidents or chief financial officer, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Notwithstanding the foregoing, if any Directors hold either of the above positions, the relevant remuneration shall be subject to Article 85. Any Person so appointed by the Directors may be removed by the Directors.

3. The Directors may appoint a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors.

4. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.

5. The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such attorney as the

103

Appendix V

==> picture [71 x 63] intentionally omitted <==

Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him.

1. The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the two next following Articles shall not limit the general powers conferred by this Article.

2. The Directors from time to time and at any time may establish any committees for managing any of the affairs of the Company (including but not limited to remuneration committee), and unless otherwise provided in the Applicable Listing Rules, the members of such committees shall be Directors. Where any Director holds above position, the relevant remuneration shall be subject to Article 85.

3. Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretion for the time being vested in them.

4. 97B Subject to the Cayman Islands law and the Applicable Listing Rules, any Director shall owe fiduciary duties to the Company and such fiduciary obligations shall include but not limited to the observance of general standards of loyalty, good faith and the avoidance of a conflict of duty and self-interest. If any Director breaches the aforesaid fiduciary duties, subject to the Cayman Islands law and the Applicable Listing Rules, such Director shall be held liable for any damages therefrom.

Subject to the Cayman Islands law and the Applicable Listing Rules, if any Director violates the aforesaid fiduciary duties for him/herself or another person, it may be resolved at the general meeting to deem any income from such behaviour as the Company's income.

If any Director breaches any applicable laws or regulations in performing business for the Company, therefore causing any loss or damage to third party, subject to the Cayman Islands law and the Applicable Listing Rules, such Director shall be held jointly and severally liable for the loss or damage to such third party with the Company. In this connection, such Director shall indemnify the Company for any loss or damage incurred by the Company to third party.

Subject to Cayman Islands law and the Applicable Listing Rules, to the extent of the scope of their respective duties, the officers and the supervisors (if any) of the Company shall bear the liability identical to that applicable to Directors pursuant to the preceding paragraphs of this Article.

104

Appendix V

==> picture [71 x 63] intentionally omitted <==

BORROWING POWERS OF DIRECTORS

1. Subject to these Articles and the Applicable Listing Rules, the Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking and property, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

THE SEAL

1. The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary) or in the presence of any one (1) or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence.

2. The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such facsimile Seal.

3. Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company.

DISQUALIFICATION OF DIRECTORS

1. A person shall not act as a Director and shall be discharged or vacated from the office of Director, if he or she:

2. (a) committed an organized crime and has been adjudicated guilty by a final judgment, and has not started serving the sentence, has not completed serving the sentence, or the time elapsed after completion of serving the sentence, expiration of the probation, or pardon is less than five (5) years;

3. (b) has been imposed a final sentence involving imprisonment for a term of more than one (1) year for commitment of fraud, breach of trust or misappropriation, and has not started serving the sentence, has not completed serving the sentence, or the time elapsed after completion of serving the sentence, expiration of the probation, or pardon is less than two (2) years;

105

Appendix V

==> picture [71 x 63] intentionally omitted <==

• (c) has been imposed a final sentence due to violation of the Anti-corruption Act, and has not started serving the sentence, has not completed serving the sentence, or the time elapsed after completion of serving the sentence, expiration of the probation, or pardon is less than two (2) years;

• (d) becomes bankrupt or is adjudicated of commencement of liquidation proceeding by a court under the laws of any jurisdiction, and has not been reinstated to his rights and privileges;

• (e) has been dishonored for unlawful use of credit instruments, and the term of such sanction has not expired yet;

• (f) has no or only limited legal capacity;

• (g) dies or an order has been made by any competent court or authority on the grounds that he from mental disorder or is otherwise incapable of managing his affairs and such order has not been revoked;

• (h) resigns his office by notice in writing to the Company; or

• (i) is removed from office and ceases to be the Director pursuant to these Articles.

• In case a Director has, in the course of performing his/her duties, committed any act resulting in material damage to the Company or in serious violation of applicable laws and regulations and these Articles, but not been discharged or removed by a resolution of the general meeting, any Shareholder(s) holding three percent (3%) or more of the total number of issued Shares may, within thirty (30) days after that general meeting, submit a petition to a competent court having proper jurisdiction, including, the Taipei District Court of the Republic of China if applicable, in respect of such matter, for the removal of such Director, at the Company’s expense.

PROCEEDINGS OF DIRECTORS

1. The Directors may meet together (either within or outside the Cayman Islands) for the dispatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes present at such meeting. In case of an equality of votes the chairman shall not have a second or casting vote. The notice of the Board meeting shall state the reasons for such meeting and shall be given to each Director at least seven (7) days prior to the meeting via mail or electronic transmission; however the Board meeting may be convened from time to time in case of any emergency in accordance with the Applicable Listing Rules. Subject to these Articles and the Applicable Listing Rules, the Company shall additionally comply with the Procedural Rules of Board Meetings.

106

Appendix V

==> picture [71 x 63] intentionally omitted <==

1. A Director may participate in any meeting of the Board of Directors, or of any committee appointed by the Board of Directors of which such Director is a member, by means of videoconference or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.

2. Unless otherwise provided in these Articles, the quorum necessary for the transaction of the business of the Directors shall be more than one-half (1/2) of the Directors. A Director represented by alternate Director at any Board meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present.

3. A Director who directly or indirectly has personal interest in the matter proposed at the meeting of the Board, including but not limited to a contract or proposed contract or arrangement with the Company shall disclose the nature of his or her personal interest at the meeting of the Board, if he or she knows his or her personal interest then exists, or in any other case at the first meeting of the Board after he or she knows that he or she is or has become so interested. Where the spouse, a blood relative within the second degree of kinship of a Director as defined under the Civil Code of Taiwan, or any company which has a controlling or subordinate relation with a Director bear any interest in the matter under discussion at a Board meeting, such Director shall be deemed to bear a personal interest in the matter. For the purposes of this Article, a general notice to the Board by a Director to the effect that:

4. (a) he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm; or

5. (b) he is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with a specified person who is connected with him;

shall be deemed to be a sufficient disclosure of personal interest under this Article in relation to any such contract or arrangement, provided that no such notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.

To the extent required by Applicable Listing Rules, a Director may not vote for himself or on behalf of other Director in respect to any matter, including but not limited to any contract or proposed contract or arrangement or contemplated transaction of the Company, in which such Director bears a personal interest (whether directly or indirectly) which may conflict with and impair the interest of the Company. Any votes cast by or on behalf of such Director in

107

Appendix V

==> picture [71 x 63] intentionally omitted <==

contravention of the foregoing shall not be counted by the Company, but such Director shall be counted in the quorum for purposes of convening such meeting.

Notwithstanding the first paragraph of this Article, if any Director has personal interest (whether directly or indirectly) in matters on agenda for the Board meeting, such Director shall disclose and explain the material information or contents on such personal interest at the same Board meeting.

1. A Director (exclusive of any Independent Directors) who does anything for himself or on behalf of another person that is within the scope of the Company's business shall declare the essential contents of such behaviour to the general meeting of the Shareholders and be approved by either a Supermajority Resolution Type A or a Supermajority Resolution Type B. Failure in obtaining such approval shall cause the Director being so interested be liable to account to the Company for any profit realised by any such behaviour if the general meeting so resolves by an Ordinary Resolution within one (1) year from such behaviour.

2. Notwithstanding the preceding Articles, subject to the Applicable Listing Rules, a Director (exclusive of any Independent Directors) may hold any other office or place of profit under the Company (other than the office of internal auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established.

3. Subject to these Articles and the Applicable Listing Rules, any Director (exclusive of any Independent Directors) may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as internal auditor to the Company.

4. The Directors shall cause all minutes to be made in books or loose-leaf folders provided for the purpose of recording:

5. (a) all appointments of officers made by the Directors;

6. (b) the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

108

Appendix V

==> picture [71 x 63] intentionally omitted <==

• (c) all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.

• Subject to the Applicable Listing Rules, when the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held.

• Subject to the Applicable Listing Rules, the continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for summoning a general meeting of the Company, but for no other purpose.

• Subject to the Applicable Listing Rules and any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one (1) of their number to be chairman of the meeting.

• A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to the Applicable Listing Rules and any regulations imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present.

• Subject to the Applicable Listing Rules and any regulations imposed on it by the Directors, all acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director.

• The following actions require the approval of a majority of the votes of the Directors present at a Board meeting attended by at least two-thirds (2/3) of all Directors:

• (a) entering into, amendment to, or termination of any contract for lease of its business in whole, or for entrusted business, or for regular joint operation with others;

• (b) the sale or transfer of the whole or any material part of its business or assets;

• (c) taking over the transfer of another's whole business or assets, which will have a material effect on the business operation of the Company;

• (d) the election of Chairman of the Board pursuant to these Articles;

• (e) the allocation of Employees' Remunerations and Directors’ Remunerations pursuant to Article 129; and

109

Appendix V

==> picture [71 x 63] intentionally omitted <==

(f) issuance of corporate bonds.

AUDIT COMMITTEE

1. The Company shall set up an Audit Committee, and the professional qualifications of members, formation, appointment, discharge, how such committee functions and exercises its power and other relevant matters shall be subject to the Applicable Listing Rules. The Audit Committee shall comprise solely of all Independent Directors and the number of committee members shall not be less than three (3). One (1) of the Audit Committee members shall be appointed as the convener to convene meetings of the Audit Committee from time to time and at least one (1) of the Audit Committee members shall have accounting or financial expertise. A valid resolution of the Audit Committee requires approval of one-half (1/2) or more of all its members.

2. Notwithstanding anything provided to the contrary contained in these Articles, the following matters require approval of one-half (1/2) or more of all members of the Audit Committee and final approval of the Board:

3. (a) adoption of or amendment to an internal control system;

4. (b) assessment of the effectiveness of the internal control system;

5. (c) adoption of or amendment to the handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, provision or extension of monetary loans to others, or endorsements or guarantees for others;

6. (d) any matter relating to the personal interest of the Directors;

7. (e) the entering into of a transaction relating to material assets or derivatives;

8. (f) a material monetary loan, endorsement, or provision of guarantee;

9. (g) the offering, issuance, or private placement of the Shares or any equity-linked securities;

10. (h) the hiring or dismissal of an attesting certified public accountant as the auditor of the Company, or the compensation given thereto;

11. (i) the appointment or discharge of a financial, accounting, or internal auditing officers;

110

Appendix V

==> picture [71 x 63] intentionally omitted <==

• (j) approval of annual and semi-annual financial reports; and

• (k) any other material matter deemed necessary by the Board of Directors or so required by Applicable Listing Rules or the competent authority.

Subject to the Applicable Listing Rules, with the exception of item (j) above, any other matter that has not been approved with the consent of one-half (1/2) or more of all Audit Committee members may be undertaken upon the consent of two-thirds (2/3) or more of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board meeting.

Subject to the Applicable Listing Rules, where the Audit Committee is unable to convene a meeting for any proper cause, matters may be approved by consent of two-thirds (2/3) or more of all Directors, provided that the Independent Director members shall still be required to issue an opinion as to whether the resolution is approved in respect of a matter under item (j) above.

1. The accounts of the Company shall be audited at least once in every year.

2. The Audit Committee shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto; and the Audit Committee may call on the Directors or officers of the Company for any information in their possession relating to the books or affairs of the Company.

3. The statement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the Audit Committee and compared with the books, accounts and vouchers relating thereto; and the Audit Committee shall make a written report thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the Company and the results of its operations for the period under review and, in case information shall have been called for from Directors or officers of the Company, whether the same has been furnished and has been satisfactory. The Audit Committee may appoint, on behalf of the Company, a practicing lawyer and a certified public accountant to conduct the examination. The financial statements of the Company shall be audited by an auditor appointed by the Board in accordance with generally accepted auditing standards. The auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the auditor shall be submitted to the Members in general meeting. The generally accepted auditing standards referred to herein may be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report of the auditor should disclose this fact and name such country or jurisdiction.

4. Subject to the Cayman Islands law, any Shareholder(s) holding one percent (1%) or more of the total number of the issued Shares of the Company continuously for six (6) months or longer may request in writing any Independent Director of the Audit Committee to file a litigation against any

111

Appendix V

==> picture [71 x 63] intentionally omitted <==

Director or Directors on behalf of the Company with a competent court having proper jurisdiction, including Taipei District Court of the Republic of China.

If the Independent Director of the Audit Committee who has been requested by such Shareholder(s) in accordance with the previous paragraph fails or refuses to file such litigation within thirty (30) days after receiving the request by such Shareholder(s), subject to Cayman Islands law, such Shareholder(s) may file such litigation on behalf of the Company with a competent court having proper jurisdiction, including Taipei District Court of the Republic of China.

1. Subject to these Articles and the Applicable Listing Rules, the Company shall additionally comply with the Rules of Audit Committee.

DIVIDENDS

1. Subject to the Law, any rights and restrictions for the time being attached to any Shares and these Articles, the Company by Ordinary Resolution may declare dividends and other distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.

2. Subject to Article 129, the Directors may, before recommending any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, in the discretion of the Directors be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may in the absolute discretion of the Directors, either be employed in the business of the Company or be invested in such investments as the Directors may from time to time think fit.

3. Any dividend may be paid by cheque sent through the post to the registered address of the Shareholder or Person entitled thereto, or in the case of joint holders, to the representative of such joint holders at his registered address or to such Person and such address as the Shareholder or Person entitled, or such joint holders as the case may be, may direct. Every such cheque shall be made payable to the order of the Person to whom it is sent or to the order of such other Person as the Shareholder or Person entitled, or such joint holders as the case may be, may direct.

4. Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be declared and paid according to the number of the Shares held by the Shareholders.

5. As the Company continues to grow, the need for capital expenditure, business expansion and a sound financial planning for sustainable development, it is the Company's dividends policy that the dividends may be allocated to the Shareholders in the form of cash dividends and/or bonus shares according to the Company's future expenditure budgets and funding needs. Share dividends shall be

112

Appendix V

==> picture [71 x 63] intentionally omitted <==

distributed by Shareholders resolution, while cash dividends shall be distributed by Board resolution.

Unless otherwise provided in the Applicable Listing Rules, where the Company makes profits before tax for the annual financial year, the Company shall allocate (1) a maximum of five percent (5%) and a minimum of one percent (1%) of such annual profits before tax for the purpose of employees' remunerations (including employees of the Company and/or any Affiliated Company) (the " Employees' Remunerations "); and (2) a maximum of three (3%) of such annual profits before tax for the purpose of Directors’ remunerations (the “ Directors’ Remunerations ”). Notwithstanding the foregoing paragraph, if the Company has accumulated losses of the previous years for the annual financial year, the Company shall set aside the amount of such accumulated losses prior to the allocation of Employees' Remunerations and Directors’ Remunerations. Subject to Cayman Islands law, the Applicable Listing Rules and notwithstanding Article 139, the Employees' Remunerations and the Directors’ Remunerations may be distributed in the form of cash and/or bonus shares, upon resolution by a majority votes at a meeting of the Board of Directors attended by two-thirds (2/3) or more of the Directors. The resolutions of Board of Directors regarding the distribution of the Employees' Remunerations and the Directors’ Remunerations in the preceding paragraph shall be reported to the Shareholders at the general meeting after such Board resolutions are passed.

Unless otherwise provided in the Applicable Listing Rules, the net profits of the Company for each annual financial year shall be allocated in the following order and proposed by the Board of Directors.

• (a) to make provision of the applicable amount of income tax pursuant to applicable tax laws and regulations;

• (b) to set off accumulated losses of previous years (if any);

• (c) to set aside ten percent (10%) as Legal Reserve pursuant to the Applicable Listing Rules unless the accumulated amount of such Legal Reserve equals to the total paid-up capital of the Company;

• (d) to set aside an amount as Special Reserve pursuant to the Applicable Listing Rules and requirements of the Commission; and

• (e) with respect to the earnings available for distribution (i.e. the net profit after the deduction of the items (a) to (d) above plus any previously undistributed cumulative Retained Earnings).

113

Appendix V

==> picture [71 x 63] intentionally omitted <==

The Board of Directors may present a proposal to distribute to the Shareholders by way of dividends at the annual general meeting for approval pursuant to the Applicable Listing Rules. Dividends may be distributed in the form of cash dividends and/or bonus shares, and the Company may distribute the remaining balance in part or in whole as determined by a resolution passed by a majority of the Directors present at a meeting of the Board attended by two-thirds or more of the total number of Directors to the Shareholders as dividends/bonuses, and in addition thereto a report of such distribution shall be submitted to the general meeting.

Subject to Cayman Islands law, the amount of dividends shall be at least ten percent (10%) of the net profit after the deduction of the items (a) to (d) above. Cash dividends shall comprise a minimum of ten percent (10%) and a maximum of one hundred percent (100%) of the total dividends allocated to Shareholders.

1. If several Persons are registered as joint holders of any Share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the Share. No dividend shall bear interest against the Company.

ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION

1. The books of account relating to the Company's affairs shall be kept in such manner as may be determined from time to time by the Directors.

2. The books of account shall be kept at the Office or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.

3. The Board of Directors shall prepare and submit the business reports, financial statements and records to the annual general meeting of Shareholders for its ratification and after the meeting shall distribute to each Shareholder the copies of ratified financial statements and the resolutions on the surplus earning distribution and/or loss offsetting. For so long as the Shares are registered in the Emerging Stock Market or listed in the Taipei Exchange or the TSE, alternatively, the distribution of the aforesaid adopted financial statements and the resolutions on the surplus earning distribution and/or loss offsetting may be accomplished by way of making public announcements by the Company.

4. Subject to the Applicable Listing Rules, the Board shall keep copies of the yearly business report, financial statements and other relevant documents at the office of its Shareholders’ Service Agent in Taiwan ten (10) days before the annual general meeting and any of its Shareholders is entitled to inspect such documents from time to time.

5. Save for the preceding Article 134 and Article 148, the Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations

114

Appendix V

==> picture [71 x 63] intentionally omitted <==

the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorised by the Directors or by Ordinary Resolution.

1. The accounts relating to the Company's affairs shall only be audited in such manner and with such financial year end as may be determined from time to time by the Directors, or required by the Applicable Listing Rules.

2. The Directors in each year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Law and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.

INTERNAL AUDIT

1. The Company shall set up internal audit unit under the Board of Directors, and hire qualified and adequate staffs as internal auditors. Any matters in relation to the internal audit shall comply with the Applicable Listing Rules.

CAPITALISATION OF RESERVES

1. Subject to the Applicable Listing Rules and the Law, the Company may, with the authority of either a Supermajority Resolution Type A or a Supermajority Resolution Type B:

2. (a) resolve to capitalise an amount standing to the credit of reserves or other capital reserves (including a share premium account, capital redemption reserve, revenue, profit and loss account, Capital Reserves, Legal Reserves and Special Reserves), whether or not available for distribution;

3. (b) appropriate the sum resolved to be capitalised to the Shareholders in proportion to the number of Shares held by them respectively and apply that sum on their behalf in or towards paying up in full unissued Shares or debentures of a nominal amount equal to that sum, and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other;

4. (c) make any arrangements it thinks fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think fit; and

115

Appendix V

==> picture [71 x 63] intentionally omitted <==

• (d) generally do all acts and things required to give effect to any of the actions contemplated by these Articles.

• 139A. For the avoidance of doubts, the allotment of bonus shares in connection with the Employees' Remunerations and Directors’ Remunerations pursuant to Article 129 shall not require the approval of a Supermajority Resolution Type A or a Supermajority Resolution Type B.

PUBLIC TENDER OFFER

1. For so long as the Shares of the Company are registered in the Emerging Market and/or listed in the Taipei Exchange or TSE, any public tender offer of the Shares of the Company shall be subject to the Applicable Listing Rules, including but not limited to the “Regulations Governing the Public Tender Offer of Shares of Public Companies”.

SHARE PREMIUM ACCOUNT

1. The Directors shall in accordance with the Law establish a share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share.

2. Subject to the Applicable Listing Rules and the Law, there shall be debited to any share premium account on the redemption or purchase of a Share the difference between the nominal value of such Share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by the Law, out of capital.

NOTICES

1. Except as otherwise provided in these Articles or the Applicable Listing Rules, any notice or document may be served by the Company or by the Person entitled to give notice to any Shareholder either personally, or by facsimile, or by sending it through the post in a prepaid letter or via a recognised courier service, fees prepaid, addressed to such Shareholder at his address as appearing in the Register, or to the extent permitted by all applicable laws and regulations, by electronic means by transmitting it to any electronic mail number or address such Shareholder may have positively confirmed in writing for the purpose of such service of notices. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands as their representative in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.

116

Appendix V

==> picture [71 x 63] intentionally omitted <==

1. Any Shareholder present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.

2. Except as otherwise provided in these Articles or the Applicable Listing Rules, any notice or other document, if served by:

3. (a) post or courier, shall be deemed to have been served five (5) days after the time when the letter containing the same is posted or delivered to the courier;

4. (b) facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;

5. (c) recognised courier service, shall be deemed to have been served forty-eight (48) hours after the time when the letter containing the same is delivered to the courier service; or

6. (d) electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail.

In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.

1. Any notice or document delivered or sent by post to or left at the registered address of any Shareholder in accordance with these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share.

2. Notice of every general meeting of the Company shall be given to:

3. (a) all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and

4. (b) every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his death or bankruptcy would be entitled to receive notice of the meeting.

No other Person shall be entitled to receive notices of general meetings.

117

Appendix V

==> picture [71 x 63] intentionally omitted <==

INFORMATION

1. The Board shall keep at the office of its Shareholders’ Service Agent in Taiwan copies of the Memorandum of Association and Articles of Association, the minutes of every general meeting, the financial statements, the Register of Members and the counterfoil of corporate bonds issued by the Company. Any Shareholder may request, by submitting evidentiary document(s) to show his/her interests involved and indicating the scope of interested matters, an access to inspect, transcribe and to make copies of the foresaid Memorandum of Association and Articles of Association, the minutes of every general meeting, the financial statements, the Register of Members and the counterfoil of the corporate bonds issued by the Company; the Company shall make Shareholder Service Agent provide the above documents.

2. Without prejudice to the rights set forth in these Articles, no Shareholder shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the members of the Company to communicate to the public.

3. The Board shall be entitled to release or disclose to any regulatory or judicial authority any information in its possession, custody or control regarding the Company or its affairs to any of its Shareholder including, without limitation, information contained in the Register of Members and transfer books of the Company.

INDEMNITY OR INSURANCE

1. The Company may by Board Resolution adopt one (1) of the protection mechanisms as described in Article 152 (a) and (b).

2. (a) Every Director and other officer for the time being and from time to time of the Company (each an " Indemnified Person ") may be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person's own dishonesty, wilful default or fraud, in or about the conduct of the Company's business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.

3. (b) The Company may purchase directors and officers liability insurance (“ D&O insurance ”) for the benefit of every Director and other officer for the time being and from time to time of the

118

Appendix V

==> picture [71 x 63] intentionally omitted <==

Company. Such D&O insurance shall only cover the liability arising from the duty of such Director or officer in accordance with these Articles, the Law and the Applicable Listing Rules.

FINANCIAL YEAR

1. Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31st in each year and shall begin on January 1st in each year.

WINDING- UP

1. If the Company shall be wound up, and the assets available for distribution amongst the Shareholders shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Shareholders in proportion to the number of the Shares held by them. If in a winding up the assets available for distribution amongst the Shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Shareholders in proportion to the number of the Shares held by them at the commencement of the winding up. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.

2. If the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Law and in compliance with the Applicable Listing Rules, divide amongst the Shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different Classes. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Shareholders as the liquidator, with the like sanction shall think fit, but so that no Shareholder shall be compelled to accept any asset whereon there is any liability.

3. The Company shall keep all statements, records of account and documents for a period of ten years from the date of the completion of liquidation, and the custodian thereof shall be appointed by the liquidator or the Company by Ordinary Resolution.

AMENDMENT OF ARTICLES OF ASSOCIATION

1. Subject to the Law and the Articles, the Company may at any time and from time to time by Special Resolution alter or amend the Memorandum of Association and/or these Articles in whole or in part.

119

Appendix V

==> picture [71 x 63] intentionally omitted <==

REGISTRATION BY WAY OF CONTINUATION

1. The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

LITIGIOUS AND NON-LITIGIOUS AGENT

1. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, subject to the Applicable Listing Rules, the Company shall appoint a litigious and non-litigious agent in Taiwan (the " Litigious and Non-Litigious Agent "). The Litigious and Non-Litigious Agent shall be the responsible person of the Company in Taiwan and shall have residence or domicile in Taiwan. The Company shall report to the Commission in respect of the name, residence or domicile and authorization document of the Litigious and Non-Litigious Agent. In case of any change of the name, residence or domicile and authorization document of the Litigious and Non-Litigious Agent, the Company shall report to the Commission in respect of such change.

120

Appendix V

==> picture [71 x 63] intentionally omitted <==

JOURDENESS GROUP LIMITED

Other reference

1. Information on shareholder proposals holding more than one percent of the total number of issued shares of the company

2. I. According to Article 172.1 of the Company Act, the Company's 2020 shareholders' meeting accepts shareholders' proposal from April 13, 2020 to April 20, 2020.

3. II. During the period, there was no proposal from shareholder who hold more than one percent of the total number of issued shares of the company.

4. The effect of the stock grants on the company's operating performance, earnings per share and return on investment of shareholders: The Company did not allot out stock grants this year and therefore does not apply.

121