Stock Code: 4190

JOURDENESS GROUP LIMITED JOURDENESS GROUP LIMITED

2026 Annual General Meeting Handbook

Time: 9:00 AM, May 29, 2026 Venue: International Convention Hall, 8F., No. 816, Sec. 1, Zhongqing Rd., North Dist., Taichung City

Item	Page
One. Meeting Procedure	1
Two. Meeting Agenda	2
I. Report Items	3-4
II. Confirming matter	5
III. Discussion matter	6
IV. Election Items	7
V. Extraordinary motions	7
Three. Attachment
I. 2025 Business Report	8-10
II. Audit Committee’s Review Report	11
III. Details of remuneration to directors	12-13
IV. Status of corporate bonds	14
V. Report on the Implementation Status of Sound	15-17
Operational Plan
VI. Independent Auditor’s Report and Consolidated	18-27
Financial Statements
VII. 2025 Earnings Distribution Table	28
VIII. Comparison Table of Amendments to the “Operating	29-30
Procedure for Making of Endorsements and Guarantees”
IX. List of Director and Independent Director Candidates	31-32
Four. Appendix
I. Shareholding of all directors	33
II. Rules of Procedures of Shareholders’ Meeting	34-56
III. Regulations Governing the Election of Directors	57-62
IV. Articles of Incorporation	63-100

One. Meeting procedure

JOURDENESS GROUP LIMITED 2026 Annual General Meeting Agenda

I. Announcement of meeting

II. Chairperson’s remarks

II. Report Items
IV. Confirming matter
V. Discussion matter

VI. Election Items

VII. Extraordinary motions

VIII. Adjournment

Two. Meeting Agenda

JOURDENESS GROUP LIMITED 2026 Annual General Meeting Agenda

Time: 9:00AM, May 29, 2026 (Friday)

Venue: 8F., No. 816, Sec. 1, Zhongqing Rd., North Dist., Taichung City International Convention Hall, 8F., Bio-Jourdeness International Group Co., Ltd.

Method of meeting: Physical shareholders' meeting

I. Announcement of meeting
II. Chairperson’s remarks
II. Report Items
(1) 2025 Business Report.
(2) 2025 Audit Committee's Review Report
(3) 2025 Report on Directors’ Remuneration
(4) 2025 Report on Cash Dividend Distribution from Earnings
(5) 2025 Report on the Issuance of Domestic Unsecured Convertible Corporate Bonds of the Company
(6) 2025 Report on the Implementation Status of Sound Operational Plan
IV. Confirming matter
(1) 2025 Annual Report and Consolidated Financial Statements
(2) 2025 Proposal for Distribution of Earnings
V. Discussion matter
(1) Amendments to the “Operating Procedure for Making of Endorsements/Guarantees.”
VI. Election Items
(1) Re-election of the Company’s 6th Board of Directors
VII. Extraordinary motions

VIII. Adjournment

Report Items

Motion 1 (proposed by the Board of Directors)

Cause: The 2025 Business Report is submitted for review.

Description: For the Company’s 2025 Business Report, please refer to Attachment I on Pages 8~10 of the Handbook.

Motion 2 (proposed by the Board of Directors)

Cause: The 2025 Auditing Committee's Review Report is submitted for review. Description: Please refer to Attachment II on Page 11 of the Handbook for the Audit Committee’s Review Report.

Motion 3 (proposed by the Board of Directors)

Cause: The 2025 Report on Directors’ Remuneration is submitted for your review. Description:1. Remuneration policy, system, standards, and structure for the Company’s directors: Pursuant to the Articles of Incorporation, up to 3% of the Company’s annual profit before tax may be allocated as directors’ remuneration. However, in consideration of the Company’s operational development, no directors’ remuneration had been allocated in previous profitable years. To acknowledge the directors’ efforts in attending meetings, only transportation allowances were provided as subsidies.
Please refer to Attachment III on Pages 12~13 of the Handbook for details of directors’ remuneration.

Motion 4 (proposed by the Board of Directors)

Cause: The 2025 Report on Cash Dividend Distribution from Earnings is submitted for your review.

Description: 1.This motion is made in accordance with Article 129 of the Company’s Articles of Incorporation, which authorizes the Board of Directors to resolve on the distribution of dividends and bonuses, or all or part of the legal reserve and capital reserve, in the form of cash, and to report such distribution to the shareholders’ meeting.
The Board of Directors has resolved to allocate NTD29,630,556 as shareholders’ dividends, to be distributed in cash at NTD0.5 per share. For the 2025 earnings distribution schedule, please refer to Attachment VII on Page 28 of the Handbook. Cash dividends shall be distributed in whole NTD; any amount less than NTD 1 shall be disregarded. The total of such fractional amounts not distributed

shall be included in the Company’s other income.

The Board of Directors has resolved to authorize the Chairman to separately determine the ex-dividend date, payment date, and other related matters. In the event of changes in the number of outstanding shares entitled to participate in the distribution due to the Company’s repurchase of shares, transfer or cancellation of treasury shares, or conversion of convertible bonds in accordance with the terms of issuance, thereby affecting the shareholders’ dividend distribution rate, the Chairman is also fully authorized to make corresponding adjustments.

Motion 5 (proposed by the Board of Directors)

Cause: The 2025 Report on the Issuance of Domestic Unsecured Convertible Corporate Bonds of the Company is submitted for review.

Description: 1. The Company’s 3rd issuance of unsecured convertible corporate bonds within Taiwan was listed on the TPEx for trading on July 11, 2024, and the funds raised were fully utilized in the fourth quarter of 2024, totaling NT$710,500 thousand.
A total of 7,000 bonds were issued. As of March 31, 2026, a total of 583 corporate bonds have been converted per request into 1,059,995 common shares. Please refer to Attachment IV on Page 14 of the Handbook for the implementation status of corporate bonds.

Motion 6 (proposed by the Board of Directors)

Cause: The 2025 Report on the Implementation Status of Sound Operational Plan is submitted for review.

Description: 1. In response to the Company’s issuance of the fourth domestic secured convertible corporate bonds within Taiwan, per the conditions for the competent authority’s approval of the reporting and filing, the Company shall report the implementation status of its sound business plan to the shareholders’ meeting.
For the implementation status of the sound business plan, please refer to Attachment V on Pages 15~17 of the Handbook.

Confirming matter

Motion 1 (proposed by the Board of Directors)

Cause: The 2025 Business Report and Consolidated Financial Statements is submitted for approval.

Description: 1. The Company’s 2025 Business Report and Consolidated Financial Statements have been approved by the Board of Directors. The financial statements were audited by CPAs Liu Yi-Ching and Huang Hsiu-Chun of Deloitte Taiwan. The aforementioned financial statements, along with the Business Report, have been reviewed and approved by the Audit Committee, and an audit report has been issued accordingly.
For the Business Report, the Independent Auditors’ Reports, and the Consolidated Financial Statements, please refer to Attachment I on Pages 8~10 and Attachment VI on Pages 18~27 of the Handbook.

Resolution:

Motion 2 (proposed by the Board of Directors)

Cause: The 2025 earnings distribution plan is submitted for approval.

Description: The 2025 earnings distribution plan has been approved by the Board

of Directors and reviewed by the Audit Committee. For the earnings distribution table, please refer to Attachment VII on Page 28 of the Handbook.

Resolution:

Discussion matter

Motion 1 (proposed by the Board of Directors)

Cause: The Amendments to the “Operating Procedure for Making of Endorsements/Guarantees” is submitted for discussion.
Description: 1. In response to the Group's capital planning and long-term operational development needs, certain clauses of the Company’s “Operating Procedure for Making of Endorsements/Guarantees” have been revised. Please refer to Attachment VIII on Page 29-30 of the Handbook for the Comparison Table of Amendments.
According to the provisions of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies,” a public company and its subsidiaries shall explain the necessity and reasonableness of their total endorsements/guarantees to shareholders if that total reaches 50% or more of the public company’s net worth. The explanation is as follows:
(1) Necessity: The Company’s primary revenue source is long-term equity investment income from its direct and indirect subsidiaries. In order to enhance the efficient allocation of the Group’s resources and working capital flexibility, the Company secures a credit line from financial institutions, leveraging the existing credit standing of its subsidiaries to provide guarantees. This enables the Company to readily access funding and favorable financing terms when operating capital is needed, mitigating operational risks and bolstering overall competitiveness, as a crucial step in supporting the Group’s overall development.
(2) Reasonableness: The parent company and its subsidiaries share common interests. The subsidiaries’ growth drives the parent company’s investment returns, and the parent company’s resource support enhances the subsidiaries’ competitiveness. The reciprocal guarantee reflects the mutually beneficial nature of resource allocation in business operations, ultimately aiming to enhance overall shareholder value for the Group, as a highly sensible business practice.
(3) The Company implements a system for the timely reporting of material information and discloses details regarding guarantors and credit limits in its quarterly and annual financial reports and on the Market Observation Post System (MOPS) to ensure information symmetry and protect the rights of all shareholders.

Resolution:

Election Items

Motion 1 (proposed by the Board of Directors)

Cause: The proposal for the full re-election of the Company's 6th Board of Directors is submitted for election.
Description: 1. According to the Company’s Articles of Incorporation, the Company shall have 5 to 11 directors, of which no less than 3 shall be independent directors. This shareholder meeting intends to elect 10 directors (including 4 independent directors) for a term of three years from May 29, 2026, to May 28, 2029. The term of office to be held by the current directors (including independent directors) will end upon completion of this annual general meeting.
The Company adopts a nomination system for the election of directors (including independent directors), to be elected in accordance with the Company’s “Regulations Governing Election of Directors” (Appendix 3).
3.The list of candidates for directors (including independent directors) has been reviewed and approved by the Company's Board of Directors on March 12 and April 14, 2026. Please refer to Attachment IX, “List of Director and Independent Director Candidates,” on Pages 31~32 of the Handbook for details regarding their education, experience, and shareholdings.
Please cast your vote.

Election results:

Extraordinary motions

Adjournment

Attachment I

JOURDENESS GROUP LIMITED 2025 Business Report

I. Foreword

“Honesty, trust, and sustainable management” are the core business principles consistently upheld by Jourdeness. The Company has always relied on its products, services, technology, and the positive reputation of its customers as its marketing ambassadors, moving forward with the goal of building a “100-year brand, a century-old enterprise.”

Jourdeness was founded in 1989, and to date, the Jourdeness brand has reached 37 years. As a comprehensive large-scale beauty chain group, its business covers five major sectors: cosmetics research and manufacturing, sales, tourist factories, medical beauty, and beauty spa chains. The Company is dedicated to creating a “all-encompassing beauty ecosystem” and further establishing a complete beauty service industry chain by combining lifestyle beauty and medical beauty through its dual-beauty service model, integrated with health food products.

With the continuous advancement of skin care services, Jourdeness’ R&D and manufacturing teams consistently launch patented products, enhance service quality, and continue to expand the industry chain and ecosystem. The diverse operational models, including direct-operated stores, medical beauty collaborations, franchise management authorization, e-commerce, and physical channels, have matured and stabilized. The addition of the Jourdeness Dapumei Biotech Park further expands the Company’s development into multiple directions, including leisure and entertainment, professional contract manufacturing, regional distribution, and the Southeast Asian market.

II. Business plan implementation results

Jourdeness Group’s operating revenue for 2025 amounted to NTD2,309,445 thousand, a slight increase by 1.27% from 2024. Although operating revenue grew only slightly, operating losses were significantly reduced. The main reason for the significant decline in operating revenue and profit was that the Chiayi Jourdeness Dapumei Biotech Park suffered a decline in tourist crowds resulting from the slump in domestic tourism. The subsidiary in China was affected by the slow economic recovery in the local area. In the second half of 2024, the Group began to dispose of and consolidate inefficient stores and transfer franchise rights in order to reduce fixed expenditures. Overall operating efficiency in China increased significantly in 2025 to help the Group turn losses into profit. The financial performance in 2025 is as follows:

The financial performance in 2025 is as follows:	The financial performance in 2025 is as follows:	The financial performance in 2025 is as follows:	The financial performance in 2025 is as follows:
Unit: NT$in thousand Item 2025 2024 Changes amount Operatingincome 2,309,445 2,280,569 28,876 Operatingcost (828,042) (879,000) 50,958 Operatingmargin 1,481,403 1,401,569 79,834 Operatingexpense (1,567,521) (1,676,893) 109,372 Other income and expenses,net (7,125) (10,827) 3,702 Net operatingloss (93,243) (286,151) 192,908 Non-operating revenue (expenditure) (15,510) 11,086 (26,596) Net loss before tax (108,753) (275,065) 166,312 Income tax expense (profit) (14,491) 16,881 (31,372) Net loss of the current period (94,262) (291,946) 197,684
Item	2025	2024	Changes amount
Operatingincome	2,309,445	2,280,569	28,876
Operatingcost	(828,042)	(879,000)	50,958
Operatingmargin	1,481,403	1,401,569	79,834
Operatingexpense	(1,567,521)	(1,676,893)	109,372
Other income and expenses,net	(7,125)	(10,827)	3,702
Net operatingloss	(93,243)	(286,151)	192,908
Non-operating revenue (expenditure)	(15,510)	11,086	(26,596)
Net loss before tax	(108,753)	(275,065)	166,312
Income tax expense (profit)	(14,491)	16,881	(31,372)
Net loss of the current period	(94,262)	(291,946)	197,684

Attachment I

III. Profitability analysis

ilityanalysis	ilityanalysis
Analyzed item		2025	2024
Financial structure and solvency	Debt to assets ratio(%)	75.92%	76.04%
	Current ratio(%)	48.33%	57.73%
Profitability Analysis	Return on assets(%)	-0.52%	-3.03%
	Return on equity (%)	-5.53%	-15.17%
	Netprofit margin(%)	-4.08%	-12.80%
	Earningsper share($)	-1.59	-4.87

VI. Research and development status

Jourdeness'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 portfolio 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 is highly focused on development trends and directions in the beauty and body‐care industry. Consequently, product development and course service design stay current and continuously introduce innovations, leveraging long‐term research findings to enhance overall R&D capacity.

The following research results were achieved in 2025: This year, Jourdeness proactively expanded its academic capabilities, subsequently signing a memorandum of understanding (MOU) with I-Shou University and National Tainan Junior College of Nursing, and also promoted the “compound essential oil collaborative research project” with National Chung Hsing University, to deepen the scientific verification of the effectiveness of compound essential oils through the industryacademia cooperation. The strength of research and development has been deeply recognized in patent portfolio and quality certification. During the year, Jourdeness completed the applications for 2 new invention patents and successfully obtained approval for 4 invention patents. Meanwhile, its quality testing capabilities were also enhanced with TAF accreditation for “Cosmetic Specific Microorganism Identification Tests.” In terms of international competitions, Jourdeness’ independently developed “Skin Light Tightening Quick Beauty Cream” won the 2025 Monde Selection World Quality Award – Gold Award. The core ingredient of such product is the exclusive patented ingredient “LAC-J Jabuticaba extract.” Utilizing plant-based lactobacillus plantarum and a multi-stage fermentation technology (MSFT), it’s rich in amino acids, natural moisturizing factors (NMF), and epidermal growth factors (EGF) to precisely target and improve dullness and signs of aging, while comprehensively boosting the skin’s defense mechanisms, repair capabilities, and brightening effects. In terms of the exclusive raw materials development, Jourdeness continues to source ingredients locally in Taiwan, utilizing Alishan high mountain tea and pineapple to create pineapple kombucha extract (Alishan KOMBU-Ananas), which helps maintain skin balance, hydrate, and reduce signs of aging. Osmanthus extract (INSK O.Rose) is produced using Jourdeness’ proprietary INSK probiotic balance activating technology, combining highly active “JDS-4 probiotics” with golden osmanthus flowers grown by Taiwanese smallholder farmers. Cultivated under precise and 168-hour constant temperature control, it demonstrates powerful antioxidant and restorative properties. Exo-2 double extract secretory freeze crystal set, developed using a patented process, combines low-speed centrifugation for impurity removal with tangential flow filtration (TFF) technology to precisely purify plant-derived extracellular vesicles (PDEVs) in a low-temperature environment, followed by lyophilization. Third-party testing confirms its excellent anti-inflammatory activity and wound healing effects, effectively calming and soothing skin. Upholding the original intention of “starting locally and achieving beauty through technology,” Jourdeness has concretely implemented the United Nations Sustainable Development Goals (SDGs), successfully establishing a new benchmark for sustainable aesthetics that combines scientific effectiveness and social responsibility.

Attachment I

V. Future outlook

Looking ahead to 2026, Jourdeness will continue to make every effort to implement the following business strategies:

Focus on core values: Enhance educational standards, strengthen technological innovation, and improve the effectiveness of integrating aesthetic medicine and beauty services.
Broaden sources of income and reduce expenditure: Lean management to reduce inefficiencies and improve profitability at individual stores, and expansion into overseas markets.
Member acquisition: Sharing of the channel resources to deeply explore member potential through tiered member management to increase return visit rates and overall effectiveness and also upgrade the member value.
Seek stability amidst growth: Adapt flexibly to market changes to ensure stable business operations. Jourdeness has always focused on providing high-quality beauty and body care products and beauty SPA services. Through a well-established presence in the cross-straight beauty market, the Company enhances the operational efficiency of its directly operated stores, integrates with medical aesthetics, and specializes in professional contract manufacturing of beauty products, thereby deeply developing a diverse distribution ecosystem within the beauty industry. Future development will continue to focus on key strategies such as enhancing member satisfaction, creating member value, promoting green beauty, and expanding overseas business. The “JOURDENESS” brand will actively pursue domestic and overseas franchising, regional agency distribution, and contract manufacturing orders, gradually expanding product market share and building a business footprint that starts in Taiwan and extends globally.

Looking to the future, Jourdeness will continue to face numerous challenges and opportunities, steadfast in its belief in deeply cultivating the beauty industry. The Company will actively develop diversified channels to expand its business scope, laying a solid foundation to address future challenges. At the same time, we will uphold the corporate philosophy of “honesty, trust, and sustainable management,” striving to create positive value for society and steadily advancing toward the goal of shared prosperity and sustainable operations.

Chairman: CHEN CHENG-HSIUNG General Manager: CHEN CHIA-CHI Head of Accounting: CHENG HSIAO-HUI

Attachment II

JOURDENESS GROUP LIMITED

Audit committee’s audit report

Appropriate

The Company’s Board of Directors has submitted the Business Report, Consolidated Financial Statements, and earnings distribution plan, among other related documents, for 2025. The Consolidated Financial Statements have been audited by CPAs Liu Yi-Ching and Huang Hsiu-Chun of Deloitte Taiwan, and an audit report has been issued. The aforementioned Business Report, Consolidated Financial Statements, and earnings distribution plan have been reviewed by the Company’s Audit Committee, which found no discrepancies. Therefore, in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act of Taiwan, a report has been prepared for review and approval.

Thereby

JOURDENESS GROUP LIMITED, 2026 Annual General Meeting

JOURDENESS GROUP LIMITED

Convener of the Audit Committee: JIN TIE-IN

March 30, 2026

Attachment III

Directors’ Remuneration

Unit: NTD; thousand shares

Title	Name	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Proportion of the total of the 4 items, A, B, C, and D to net income after tax	Proportion of the total of the 4 items, A, B, C, and D to net income after tax	Relevant remuneration received by part-time employees	Relevant remuneration received by part-time employees	Relevant remuneration received by part-time employees	Relevant remuneration received by part-time employees	Relevant remuneration received by part-time employees	Relevant remuneration received by part-time employees	Relevant remuneration received by part-time employees	Relevant remuneration received by part-time employees	Proportion of the total of the 7 items, A, B, C, D, E, F, and G to net income after tax	Proportion of the total of the 7 items, A, B, C, D, E, F, and G to net income after tax	Remuneration from the reinvested business other than the subsidiaries or the parent company
		Remuneration (A)		Retirement pension (B)		Director remuneration (C)		Expenses for performance of duties(D)				Salary, bonus, and special fees,etc.(E)		Retirement pension (F)		Employee remuneration (G)
		This company	All companies within the financial statements	This company	All companies within the financial statements	This company	All companies within the financial statements	This company	All companies within the financial statements	This company	All companies within the financial statements	This company	All companies within the financial statements	This company	All companies within the financial statements	This company		All companies within the financial statements		This company	All companies within the financial statements
																Cash amount	Stock amount	Cash amount	Stock amount
Chairman	CHEN CHENG- HSIUNG	－	－	－	－	－	－	100	100	100 -0.11%	100 -0.11%	5,299	6,339	－	－	－	－	－	－	5,399 -5.73%	6,439 -6.83%	None
Director	CHEN CHENG- TZU	－	－	－	－	－	－	80	80	80 -0.08%	80 -0.08%	－	2,620	－	－	－	－	－	－	80 -0.08%	2700 -2.86%	None
Director	TRIMIX INTERNA TIONAL LIMITED Representa tive: CHEN CHIA-CHI	－	－	－	－	－	－	100	100	100 -0.11%	100 -0.11%	1,805	5,048	－	91	－	－	－	－	1,905 -2.02%	5,239 -5.56%	None
Director	CHEN I- MING	－	－	－	－	－	－	100	100	100 -0.11%	100 -0.11%	－	－	－	－	－	－	－	－	100 -0.11%	100 -0.11%	None
Director	SHEN YU- CHEN	－	－	－	－	－	－	100	100	100 -0.11%	100 -0.11%	－	－	－	－	－	－	－	－	100 -0.11%	100 -0.11%	None
Director	CHEN WEI-KUO	－	－	－	－	－	－	100	100	100 -0.11%	100 -0.11%	－	－	－	－	－	－	－	－	100 -0.11%	100 -0.11%	None
Independent Director	JIN TIE-IN	－	－	－	－	－	－	100	100	100 -0.11%	100 -0.11%	－	－	－	－	－	－	－	－	100 -0.11%	100 -0.11%	None

Attachment III

Title	Name	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Directors’ Remuneration	Proportion of the total of the 4 items, A, B, C, and D to net income after tax	Proportion of the total of the 4 items, A, B, C, and D to net income after tax	Relevant remuneration received by part-time employees	Relevant remuneration received by part-time employees	Relevant remuneration received by part-time employees	Relevant remuneration received by part-time employees	Relevant remuneration received by part-time employees	Relevant remuneration received by part-time employees	Relevant remuneration received by part-time employees	Relevant remuneration received by part-time employees	Proportion of the total of the 7 items, A, B, C, D, E, F, and G to net income after tax	Proportion of the total of the 7 items, A, B, C, D, E, F, and G to net income after tax	Remuneration from the reinvested business other than the subsidiaries or the parent company
		Remuneration (A)		Retirement pension (B)		Director remuneration (C)		Expenses for performance of duties(D)				Salary, bonus, and special fees,etc.(E)		Retirement pension (F)		Employee remuneration (G)
		This company	All companies within the financial statements	This company	All companies within the financial statements	This company	All companies within the financial statements	This company	All companies within the financial statements	This company	All companies within the financial statements	This company	All companies within the financial statements	This company	All companies within the financial statements	This company		All companies within the financial statements		This company	All companies within the financial statements
																Cash amount	Stock amount	Cash amount	Stock amount
Independent Director	WANG MING-FU	－	－	－	－	－	－	100	100	100 -0.11%	100 -0.11%	－	－	－	－	－	－	－	－	100 -0.11%	100 -0.11%	None
Independent Director	SHUN YI- MIN	－	－	－	－	－	－	100	100	100 -0.11%	100 -0.11%	－	－	－	－	－	－	－	－	100 -0.11%	100 -0.11%	None
Independent Director	KUO CHUN- YEN	－	－	－	－	－	－	100	100	100 -0.11%	100 -0.11%	－	－	－	－	－	－	－	－	100 -0.11%	100 -0.11%	None
1. Please describe the policy, system, standards, and structure for the payment of remuneration to independent directors, and explain the correlation between the remuneration amount and the responsibilities, risks, time commitment, and other factors involved in their duties: The Company has established a Remuneration Committee. The remuneration policy for directors (including independent directors) is based on the “Regulations Governing the Remuneration of Directors and Senior Executives” approved by the Remuneration Committee and the Board of Directors, and remuneration is determined and paid according to the positions held and the value of their contributions to operational involvement, subject to approval by the Remuneration Committee and the Board of Directors. Considering the Company's operational development, no remuneration is currently paid to the directors (including independent directors), and only transportation allowances are provided. These allowances are distributed based on the actual attendance of each director. 2. Apart from what is disclosed in the table above, remuneration received by the directors for providing services (such as serving as non-employee consultant)to anyof the companies listed in the financial statement for the most recentyear: No such situation.

Please describe the policy, system, standards, and structure for the payment of remuneration to independent directors, and explain the correlation between the remuneration amount and the responsibilities, risks, time commitment, and other factors involved in their duties: The Company has established a Remuneration Committee. The remuneration policy for directors (including independent directors) is based on the “Regulations Governing the Remuneration of Directors and Senior Executives” approved by the Remuneration Committee and the Board of Directors, and remuneration is determined and paid according to the positions held and the value of their contributions to operational involvement, subject to approval by the Remuneration Committee and the Board of Directors. Considering the Company's operational development, no remuneration is currently paid to the directors (including independent directors), and only transportation allowances are provided. These allowances are distributed based on the actual attendance of each director.
Apart from what is disclosed in the table above, remuneration received by the directors for providing services (such as serving as non-employee consultant) to any of the companies listed in the financial statement for the most recent year: No such situation.

Attachment IV

Status of corporate bonds

Status of corporate bonds	Status of corporate bonds
Types of corporate bonds		The 3rd domestic unsecured convertible bonds in Taiwan.
Date of issuance		July 11, 2024
Par value		NTD 100,000 per bond
Place of issuance and trading		Taipei Exchange
Par Value		Issued at 101.5% of the par value
Total Amount		Total amount issued was NTD 700,000 thousand Total amount raised was NTD 710,500 thousand
Interest rate		Coupon rate 0%
Period		3-year period with expiration date: July 11, 2027.
Assurance Institution		Not applicable
Trustee		Trust Department, Taishin Bank
Underwriting Institution		President Securities
Certifying attorney-at-law		Attorney, Chen Yu-Liang, Jheding International Law Firm
Certified public accountant		Deloitte & Touche, Taiwan CPAs, Liu Yi-Ching and Huang Hsiu-Chun
Method of repayment		The Company will repay the bond in cash at maturity, based on the bond's par value.
Unpaid principal		NTD 641,700 thousand
Terms for redemption or early repayment		Please refer to the “Terms and Conditions for the Issuance and Conversion of the Company’s 3rd Unsecured Convertible Bonds in Taiwan” for details regarding the terms for redemption or early repayment.
Restrictive covenants		None.
Credit rating of convertible bonds – institution name, date and results		Not applicable.
Other rights	As of publication date of the annual report, the amount of common stocks already converted (exchanged or employee stock), overseas depository receipt or other securities.	As of March 31, 2026, a total of 583 corporate bonds have been converted per request into 1,059,995 common shares.
	Issuance and conversion (exchange or subscription) rules	Please refer to the “Terms and Conditions for the Issuance and Conversion of the Company’s 3rd Unsecured Convertible Bonds in Taiwan” for details regarding the terms for redemption or early repayment.
The issuance and conversion, exchange, or subscription rules, the possible dilution conditions and influence on shareholders' equity caused by the terms of issuance.		Please refer to the “Terms and Conditions for the Issuance and Conversion of the Company’s 3rd Unsecured Convertible Bonds in Taiwan” for details regarding the terms for redemption or early repayment.
Name of the entrusted custodian for the underlying subject matter of exchange		Not applicable.

Attachment V

JOURDENESS GROUP LIMITED

2025 Sound Business Plan

A. Implementation Status of Sound Operational Plan

The Company has, in the past two years (2024~2025), experienced lower-than-expected revenue and profitability due to the challenging global economic environment and the USChina trade war, leading consumers to delay purchases of non-essential cosmetic products. In 2025, Taiwan's tech industry was expected to thrive due to strong AI demand, while traditional industries continued to face a downturn, with traditional sectors and consumer spending performing relatively poorly or even declining. In Taiwan, the main reason for the significant decline in overall operations was that the Chiayi Jourdeness Dapumei Biotech Park suffered a decline in tourist crowds resulting from the slump in domestic tourism. Tourism revenue in 2025 decreased by approximately NTD68 million compared to 2024, a decline by 33%. Specifically, admission ticket revenue decreased by approximately NTD18 million (a 35% decline) and product sales decreased by approximately NTD35 million (a 29% decline). The subsidiary in China was affected by the slow economic recovery in the local area. In the second half of 2024, the Group began to dispose of and consolidate inefficient stores or stores of which the lease agreement has been expired and transfer franchise rights in order to reduce fixed expenditures. The Group's profitability was affected by a one-time recognition of a significant expense due to storefront restructuring in response to changing market conditions in 2024. Notwithstanding, overall operating efficiency in China increased significantly in 2025 to help the Group turn losses into profit. Please refer to the 2025 Business Report for the implementation results of the 2025 business plan.

B. Strategy for future operational improvements Operation strategies:

(a) Increase the profitability of individual stores.
Increase product sales: The Company is proactively investing in the independent research and development of new products and formula design, and possesses strong capabilities in product development and quality assurance. The Company is specialized in producing, manufacturing and selling products. Increasing the proportion of product sales is a key priority for future work.
Adjust sales packages: Tailor sales combinations to different age groups, purchasing power, skin types, and physical conditions. Product and course pairings will be adjusted based on individual needs.
Return visit rate and booking management: Boost daily membership bookings and offer promotions/rewards for reservations during off-peak hours.
Cost control: Minimize idle time for in-store staff, manage consumable usage, reduce rent and operating expenses, and implement a shared space arrangement.

(b) Increase operating revenue growth rate

Attachment V

Increase average order value: Through course upgrades and package design, the Company clearly categorizes courses and develops exclusive offerings tailored for high-spending and mature customer bases to boost the average order value and customer satisfaction.
Membership level: Members are given the rewards and benefits varying based on their past spending.
Service quality and member satisfaction: Improve the service quality and professional knowledge of in-store staff to enhance member emotional connection and service satisfaction.
Improve repurchase rate: Leverage the CRM system to track member course attendance and product purchases, identifying timely opportunities to promote new products and courses.
(c) New customer acquisition
Cross-channel customer sharing: Leveraging customer referrals across channels to boost new customer acquisition and purchase conversion rates.
Enhanced customer experience: Increase opportunities for members to try new products/courses through experience events offered at discounted prices or with free trials, thereby encouraging spending.
Marketing and customer acquisition: The beauty industry continues to show its growth potential, but market competition has shifted from simple brand rivalry to a comprehensive contest encompassing product R&D, digital channels, consumer experience, and brand trust. In this highly competitive landscape, the Company has to establish a clear brand positioning, strengthen product differentiation, and leverage data and membership programs to enhance long-term customer value. Therefore, through advertising and marketing and by expanding customer experience opportunities, the Company increases brand awareness and strengthens consumer trust in its service and product quality to earn repeat purchases.
(d) Overseas market development

Territory/Country	Businessmodel	Schedule
Malaysia	E-commerce	Available on the market in the secondhalfof 2026.
Vietnam	Franchise dealerships	Participate in the exhibition inJuly2026
The United States	Distribution/channel listing	Under negotiation

Operation and management

(a) Analysis on operating performance

Analyze and review the monthly performance KPI achievement rate, sales mix and proportion, and profit and loss status of each business unit.

Attachment V

(b) Administration & Management/Lean Staffing

Review the departmental functions and staffing, and conduct regular interviews with personnel in underperforming departments, along with performance evaluations.

Examine and analyze production utilization and manufacturing costs to reduce unit manufacturing costs. Strengthen production scheduling and inventory management to reduce inventory overstocking costs and risk over obsolescence. The Company has fully implemented government regulations and quality inspections to guarantee product quality and safety.

(d) Operational cost control

The Finance Department provides monthly reports and reviews on personnel cost ratio, material cost ratio, store area efficiency contribution, contribution per capita, average transaction value, and gross profit margin.

In the future, the Company will continue to broaden sources of income and reduce expenditure, track and manage key performance indicators, and commit to lean management through data-driven review and analysis to effectively improve operational performance and control operational risks.

C. Implement control measures

In order to ensure the effectiveness of a robust operating plan and achieve financial and business performance targets, the Company will have the management hold regular executive meetings to compare and analyze progress against planned improvements in operations, manufacturing, R&D, and finance, track performance, and implement necessary adjustments. Quarterly reports on operating results will be submitted to the Board of Directors to confirm plan implementation to ensure continuous improvement in financial and business performance and optimize operational efficiency.

Attachment VI

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, 2025 and 2024, 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 material accounting policy information (collectively referred to as the “consolidated financial statements”).

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, 2025 and 2024, 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 enforced by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated 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, 2025. 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.

Attachment VI

The key audit matter identified during our audit of the Group’s consolidated financial statements for the year ended December 31, 2025 is stated as follows:

Recognition of Revenue from Beauty and Body Spa Course Services

The 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 expected redemption rates to estimate future outcomes. 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 to customers, excluding the courses that had incurred refund liability during the effective period. These assumptions are subject to management’s subjective judgments and estimates which are highly uncertain. Therefore, the recognition of revenue from beauty and body spa course services (the revenue recognized based on the actuarial adjustment) was identified as key audit matter.

The management recognized and adjusted beauty and body spa course services revenue based on the actuarial analyses.

Refer to Notes 4, 5, 19 and 23 to the consolidated financial statements for the accounting policies, material 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 key audit matter procedures performed were as follows:

We evaluated the professional qualifications, competency and independence of the independent actuaries engaged by the management.
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.
We compared the methodologies and significant assumptions, including the 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 enforced 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.

Attachment VI

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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

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

Attachment VI

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are I-Ching Liu and Hsiu-Chun Huang.

Deloitte & Touche Taipei, Taiwan Republic of China

March 30, 2026

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

Attachment VI

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at amortized cost - current (Notes 4 and 8) Notes receivable from unrelated parties (Notes 4 and 9) Trade receivables from unrelated parties (Notes 4 and 9) Trade receivables from related parties (Notes 4, 9 and 30) Other receivables from related parties (Notes 4 and 30) Current tax assets (Notes 4 and 25) Inventories (Notes 4 and 10) Other current assets Total current assets NON-CURRENT ASSETS Financial assets at amortized cost - non-current (Notes 4, 8 and 31) Property, plant and equipment (Notes 4, 12, 30 and 31) Right-of-use assets (Notes 4 and 13) Investment properties (Notes 4, 14 and 30) Goodwill (Notes 4, 5 and 15) Other intangible assets (Notes 4 and 16) Deferred tax assets (Notes 4 and 25) Long-term receivables - installment payments (Notes 4 and 9) Other non-current assets (Notes 4 and 21) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 4, 17, 30 and 31) Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 18) Contract liabilities - current (Notes 4, 5, 19 and 23) Notes payable to unrelated parties Trade payables to unrelated parties Other payables to unrelated parties (Note 20) Other payables to related parties (Note 30) Current tax liabilities (Notes 4 and 25) Lease liabilities - current (Notes 4 and 13) Current portion of long-term borrowings (Notes 4, 17, 18, 30 and 31) Other current liabilities (Note 30) Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Notes 4 and 18) Long-term borrowings (Notes 4, 17, 30 and 31) Deferred tax liabilities (Notes 4 and 25) Lease liabilities - non-current (Notes 4 and 13) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY (Notes 4, 18, 22 and 27) 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 Treasury shares Total equity TOTAL		2025 Amount % $ 529,442 8 634,330 9 73 - 104,580 2 68,319 1 1,015 - 9,694 - 227,807 3 50,605 1 1,625,865 24 374,114 6 3,006,081 44 731,664 11 206,751 3 418,139 6 164,549 2 142,990 2 37,592 1 86,071 1 5,167,951 76 $ 6,793,816 100 $ 400,000 6 15,593 - 1,676,933 25 - - 26,369 - 236,856 4 6,960 - 31,032 1 271,415 4 691,272 10 7,556 - 3,363,986 50 - - 939,353 14 313,207 4 518,084 8 23,451 - 1,794,095 26 5,158,081 76 616,688 9 749,191 11 268,837 4 114,897 2 57,914 1 441,648 7 (55,631) (1) (7,725) - (63,356) (1) (108,436) (2) 1,635,735 24 $ 6,793,816 100		2024
				Amount % $ 654,036 9 492,580 7 436 - 102,430 1 71,902 1 1,369 - 12,448 - 330,415 4 44,774 1 1,710,390 23 357,436 5 3,178,487 43 881,546 12 218,407 3 449,459 6 280,271 4 163,311 2 56,299 1 93,369 1 5,678,585 77 $ 7,388,975 100 $ 445,000 6 5,968 - 1,837,842 25 6 - 20,674 - 257,320 4 7,396 - 54,840 1 301,785 4 24,765 - 7,205 - 2,962,801 40 602,966 8 1,012,951 14 373,364 5 640,267 9 26,257 - 2,655,805 36 5,618,606 76 619,523 8 770,094 10 268,837 4 114,897 2 180,523 2 564,257 8 (64,021) (1) (11,048) - (75,069) (1) (108,436) (1) 1,770,369 24 $ 7,388,975 100

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

Attachment VI

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 5, 19, 23 and 30) OPERATING COSTS (Notes 4, 10, 24 and 30) GROSS PROFIT OPERATING EXPENSES (Notes 4, 9, 24, 27 and 30) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss recognized on trade receivables Total operating expenses OTHER OPERATING INCOME AND EXPENSES (Notes 4 and 24) LOSS FROM OPERATIONS NON-OPERATING INCOME (Notes 4, 24 and 30) Interest income Other income Other losses Finance costs Total non-operating income LOSS BEFORE INCOME TAX INCOME TAX (BENEFIT) EXPENSE (Notes 4 and 25) NET LOSS FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Notes 4, 21 and 25) 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		2025 Amount % $ 2,309,445 100 828,042 36 1,481,403 64 1,129,021 49 373,113 16 28,190 1 37,197 2 1,567,521 68 (7,125) - (93,243) (4) 15,330 - 69,995 3 (29,482) (1) (71,353) (3) (15,510) (1) (108,753) (5) (14,491) (1) (94,262) (4) 1,923 - (385) -		2024 Amount % $ 2,280,569 100 879,000 39 1,401,569 61 1,267,802 56 359,031 16 41,208 2 8,852 - 1,676,893 74 (10,827) - (286,151) (13) 32,183 1 63,593 3 (8,540) - (76,150) (3) 11,086 1 (275,065) (12) 16,881 1 (291,946) (13) 13,693 1 (2,739) - (Continued)

Attachment VI

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE LOSS FOR THE YEAR LOSS PER SHARE (NT$; Note 26) Basic Diluted		2025 Amount % 1,538 - 8,390 - 9,928 - $ (84,334) (4) $ (1.59) $ (1.59)		2024
				Amount % 10,954 1 49,769 2 60,723 3 $ (231,223) (10) $ (4.87) $ (4.87)


		$		$

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

(Concluded)

Attachment VI

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2024 Appropriation of 2023 earnings Cash dividends distributed by the Company Equity component of convertible bonds issued by the Company Net loss for the year ended December 31, 2024 Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax Total comprehensive income (loss) for the year ended December 31, 2024 Convertible bond conversion Issuance of restricted employee shares Cancelation of restricted employee shares Reissuance of treasury shares BALANCE AT DECEMBER 31, 2024 Appropriation of 2024 earnings Cash dividends distributed by the Company Net loss for the year ended December 31, 2025 Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax Total comprehensive income (loss) for the year ended December 31, 2025 Issuance of restricted employee shares Cancelation of restricted employee shares BALANCE AT DECEMBER 31, 2025	Share Capital (Notes 4, 18, Capital Surplus 22 and 27) (Notes 4, Ordinary Shares 18 and 22) $ 610,911 $ 692,354 - - - 47,916 - - - - - - 10,600 44,480 - (16,644) (1,988) 1,988 - - 619,523 770,094 - - - - - - - - - (23,738) (2,835) 2,835 $ 616,688 $ 749,191	Retained Earnings (Note 22) Unappropriated Legal Reserve Special Reserve Earnings $ 268,837 $ 114,897 $ 522,606 - - (61,091) - - - - - (291,946) - - 10,954 - - (280,992) - - - - - - - - - - - - 268,837 114,897 180,523 - - (29,885) - - (94,262) - - 1,538 - - (92,724) - - - - - - $ 268,837 $ 114,897 $ 57,914	Other Equity (Notes 4 and 27) Exchange Differences on Translation of the Financial Statements of Unearned Foreign Employee Operations Benefits Treasury Shares $ (113,790) $ (17,692) $ - - - - - - - - - - 49,769 - - 49,769 - - - - - - 6,644 - - - - - - (108,436) (64,021) (11,048) (108,436) - - - - - - 8,390 - - 8,390 - - - 3,323 - - - - $ (55,631) $ (7,725) $ (108,436)	Total Equity $ 2,078,123 (61,091) 47,916 (291,946) 60,723 (231,223) 55,080 (10,000) - (108,436) 1,770,369 (29,885) (94,262) 9,928 (84,334) (20,415) - $ 1,635,735
			Exchange Differences on Translation of the Financial Statements of Foreign Operations $ (113,790) - - - 49,769 49,769 - - - - (64,021) - - 8,390 8,390 - - $ (55,631)

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

Attachment VI

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (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 loss on fair value changes of financial assets and liabilities 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 Disposal of net (gain) loss from directly managed stores Loss (gain) on lease modification Write-downs (Reversal of write-downs) of inventories Loss on disposal of inventories Changes in operating assets and liabilities Notes receivable Trade receivables (including long-term receivables) Other receivables to related parties Inventories Other current assets Notes payable Trade payables Other payables Contract liabilities Other current liabilities Net defined benefit assets Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS USED IN INVESTING ACTIVITIES Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Payments for intangible assets Increase in prepayments for equipment	2025 $ (108,753) 550,771 102,023 37,197 9,625 71,353 (15,330) (20,415) 7,539 - (4,359) 3,945 3,808 12,796 363 11,738 354 86,035 (5,347) (6) 5,695 (17,197) (133,207) 351 (322) 598,657 14,846 (56,498) (45,658) 511,347 (619,087) 464,733 (82,130) (5,159) (6,558) 14,675 (1,861) (540)	2024 $ (275,065) 615,581 118,649 8,852 676 76,150 (32,183) (10,000) (421) (29) 18,065 (6,817) (651) 7,284 133 (15,911) 2,449 44,190 (3,744) (278) (17,420) (37,966) 37,744 (1,963) (72) 527,253 32,922 (65,154) (78,513) 416,508 (890,855) 1,006,604 (158,292) 1,434 (15,804) 22,436 (2,016) - (Continued)

Attachment VI

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

Net cash used in investing activities NET CASH USED IN FINANCING ACTIVITIES Repayments of short-term borrowings Proceeds from issuance of bonds Repayments of bonds Proceeds from long-term borrowings Repayments of long-term borrowings Proceeds from guarantee deposits received Refund of guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid to owners of the Company Payments for buyback of ordinary shares Net cash used in 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	2025 (235,927) (45,000) - - - (24,765) 1,454 (4,202) (301,677) (29,885) - (404,075) 4,061 (124,594) 654,036 $ 529,442	2024 (36,493) (7,474) 704,901 (590,100) 189,000 (142,954) 4,563 (4,262) (340,548) (61,091) (108,436) (356,401) 16,881 40,495 613,541 $ 654,036

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

(Concluded)

Attachment VII

JOURDENESS GROUP LIMITED Earnings Distribution Table 2025

JOURDENESS GROUP LIMITED Earnings Distribution Table 2025	JOURDENESS GROUP LIMITED Earnings Distribution Table 2025
Unit: NT$
Item	Amount
Undistributed earnings at the beginningof theperiod
	150,640,359

Add: 2025 retained earnings
	1,538,479
adjustment

Adjusted undistributed earnings	152,178,838
Add: 2025 netprofit(loss)after tax	(94,262,948)
Less: accrued statutorysurplus reserve	0
Less: accrued special purpose surplus reserve	0
Available for distribution earnings	57,915,890
Distribution item
Shareholder cash dividend (NTD 0.5
	29,630,556
per share)

Undistributed earnings at the end of theperiod
	28,285,334


Note: The distribution of dividends by the Company is calculated based on 59,261,112 common shares, which are eligible for participation in the rights distribution as of March 4, 2026. (Total issued shares of 61,668,812 shares, less 2,000,000 treasury shares and 407,700 newly allocated restricted employee shares that have not yet met the vesting conditions).

Chairman: Manager: Head of Accounting:

Attachment VIII

JOURDENESS GROUP LIMITED

COMPARISON TABLE OF AMENDMENTS TO THE

OPERATING PROCEDURE FOR MAKING OF ENDORSEMENTS

AND GUARANTEES

Amended Article	Existing Article	Note
V. Operating Procedure (III)The total amount of the endorsements and guarantees made by the Company for others, and the limit for endorsements and guarantees to a single enterprise, are as follows: 1. The total amount of endorsements or guarantees provided by the Company for others shall not exceed 100% of the Company’s net worth. 2. The limit for each individual to whom the Company provides endorsements or guarantees shall not exceed100% of the Company's net worth. 3. The total amount of endorsements or guarantees made by the Company and its subsidiaries for others shall not exceed 100% of the Company’s net worth. 4. The total amount of endorsements or guarantees provided by the Company and its subsidiaries to a single enterprise shall not exceed 100%of the Company’s net worth. 5. The “net worth” referred to in the preceding paragraph shall be based on the most recent financial statements audited or reviewed by the independent auditor. 6. When the Procedures are submitted to the Board of Directors for discussion, the Board shall take into	V. Operating Procedure (III) The total amount of the endorsements and guarantees made by the Company for others, and the limit for endorsements and guarantees to a single enterprise, are as follows: 1. The total amount of endorsements or guarantees provided by the Company for others shall not exceed 100% of the Company’s net worth. 2. The limit for each individual to whom the Company provides endorsements or guarantees shall not exceed50%of the Company's net worth. 3. The total amount of endorsements or guarantees made by the Company and its subsidiaries for others shall not exceed 100% of the Company’s net worth. 4. The total amount of endorsements or guarantees provided by the Company and its subsidiaries to a single enterprise shall not exceed 50%of the Company’s net worth. 5. The “net worth” referred to in the preceding paragraph shall be based on the most recent financial statements audited or reviewed by the independent auditor. 6. When the Procedures are submitted to the Board of Directors for	In response to the Group’s financing strategy and in order to maintain operational flexibility, the limit for the Company and its subsidiaries to provide endorsements or guarantees to a single entity has been increased.

		Attachment VIII
Amended Article	Existing Article	Note
full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board meeting.	discussion, the Board shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board meeting.
The Regulations were established on May 31, 2013. The first amendment was made on June 22, 2017. The second amendment was made on June 25, 2019. The third amendment was made on May 29, 2026.	The Regulations were established on May 31, 2013. The first amendment was made on June 22, 2017. The second amendment was made on June 25, 2019.	The dates of amendment have been added.

Attachment IX

BOARD OF DIRECTORS, JOURDENESS GROUP LIMITED

List of Director Candidates

		List of Director Candidates
Serial number	Name	Main education, experience, and current role	Shareholding (Shares)
1	CHEN CHENG- HSIUNG	Taichung Municipal Dajia Senior High School Chairman of JOURDENESS GROUP LIMITED Chairperson of Bio-Jourdeness International Group Co., Ltd. Chairperson-cum-general manager of Jourdeness (Guangzhou) Cosmetics Co., Ltd Chairman and General Manager of Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd. Director of SUCCESS UNITED LIMITED; Director of JOURDENESS DEVELOPMENT LIMITED; Legal Representative of JOURDENESS (VIETNAM) TRADING COMPANY LIMITED	1,731,151 shares
2	CHEN CHENG- TZU	Master in Management Development, Feng Chia University. Chairperson of the Taiwan Cosmetics Industry Association Director of JOURDENESS GROUP LIMITED Director and Vice Chairman of Bio-Jourdeness International Group Co., Ltd. Supervisor of Jourdeness (Guangzhou) Cosmetics Co., Ltd. Director of Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd.	53,988 shares
3	TRIMIX INTERNATIONAL LIMITED	EMBA, National Chung Hsing University Standing Supervisor of the Taiwan Cosmetics Industry Association Director and General Manager of JOURDENESS GROUP LIMITED General Manager of Bio-Jourdeness International Group Co., Ltd Chairman of JOURDENWELL BIOMED CO., LTD. Director of BIO-JOURDENESS COSMETIC CO. (MY) SDN. BHD. Director of JOURDENESS TRADING (MY) SDN. BHD.	3,808,843 shares
	CHEN CHIA-CHI		15,329 shares
4	CHEN WEI-KUO	Overseas Chinese University Chief financial officer of Bio-Jourdeness International Group Co., Ltd. Supervisor of Bio-Jourdeness International Group Co., Ltd. Supervisor of Jourdeness (Guangzhou) Cosmetology Enterprise Management Co., Ltd. Director of Jourdeness (Guangzhou) Cosmetics Co., Ltd. Director of SUCCESS UNITED LIMITED	367,913 shares
5	CHEN I-MING	Department of Management, Faculty of Economics, Sophia University, Japan. President of Saito Trading Co., Ltd.	0 shares

Attachment IX

Serial number	Name	Name	Main education, experience, and current role	Shareholding (Shares)
6	SHEN YU-CHEN		Tokyo School of Law and Economics Chairperson of Min Liang Co., Ltd.	0 shares
			List of Independent Director Candidates
Serial number	Name		Main education, experience, and current role	Shareholding (Shares)
1	KUO CHUN- YEN	Ph.D. in Social Welfare, National Chung Cheng University Director of the Master’s Program in Social Enterprise and Cultural Creativity, the Master’s Program in Crime Prevention, the Doctoral Program in Indigenous Health and Social Welfare, and the Master’s Program in Indigenous Culture at Providence University.		0 shares
2	LIU JO- LAN	Ph.D. in Accounting, National Cheng Kung University Associate Professor, Department of Accounting Information, National Taichung University of Science and Technology		0 shares
3	WU CHIEN-YI	PhD, Department of Chemical Engineering, National Tsing Hua University Distinguished Professor, Head of R&D, Director of the Industry-Academia Cooperation Center, Director of the Biotechnology Research and Development Center, and Principal Investigator of the Cosmetic and Medical Beauty Research Base at Da-Yeh University's School of Pharmaceutical Plants and Food Health. Senior Vice President of Ofuna Technology Co., Ltd. Corporate Representative of Directors of Ofuna Technology Co., Ltd.		0 shares
4	LIAO YUEH- CHAO	PhD, Department of Naturopathic Medicine, DePaul University, the USA Chairman of Ocean Technologies Co., Ltd. Chairman of Ocean Medi-Technology Co., Ltd. Director of U Hydrogen Technologies Co., Ltd.		0 shares

Appendix I

JOURDENESS GROUP LIMITED

Shareholding of all directors

Book closure date: March 31, 2026 Number of issued shares: 61,444,112 shares

Title	Name	Number of shares	Shareholding ratio
Chairman	CHEN CHENG-HSIUNG	1,731,151	2.82%
Director	CHEN CHENG-TZU	53,988	0.09%
Director	TRIMIX INTERNATIONAL LIMITED	3,808,843	6.20%
	REPRESENTATIVE: CHEN CHIA-CHI	152,329	0.25%
Director	CHEN WEI-KUO	367,913	0.60%
Director	CHEN I-MING	－	－
Director	SHEN YU-CHEN	－	－
Independent director	JIN TIE-IN	－	－
Independent director	WANG MING-FU	－	－
Independent director	SHUN YI-MIN	－	－
Independent director	KUO CHUN-YEN	－	－

Note 1: The Company has no application of Article 26 of the Securities and Exchange Act.

Note 2: The Company has set up an audit committee, so there is no application for the number of shares held by the supervisor.

Appendix II

JOURDENESS GROUP LIMITED

PROCEDURAL RULES OF GENERAL MEETING 股東會議事規則

Article 1 Legal Basis 法令依據

第一條

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.

本公司股東會之議事規則除上市 ( 櫃 ) 法令或法律另有規定外，應依本規則辦理。

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 ").

除本規則另有定義外，本規則所使用任何英文字首大寫之詞彙，其意義應與本公司公司章程 ( 包括其隨時修改或被取代之版本；下稱「本章程」 ) 中之定義相同。

Article Convening and Notice of General Meetings 股東會召集及開會通知

1-1 第一條之一

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.

本公司股東會除上市 ( 櫃 ) 法令或法律另有規定外，由董事會召集之。

Unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company that will convene a shareholders' meeting with video conferencing shall expressly states this method in the Articles of Incorporation and obtain a resolution of its board of directors. Furthermore, convening of a virtual-only shareholders' meeting shall require a resolution adopted by a majority vote at a meeting of the Board of Directors attended by at least two-thirds of the total number of directors.

本公司召開股東會視訊會議，除公開發行股票公司股務處理準則另有規定外，應以章程載明，並經董事會決議，且視訊股東會應經董事會以董事三分之二以上之出席及出席董事過半數同意之決議行之。

Changes to how the Company convenes the general meetings shall be resolved by the Board of Directors and made no later than mailing of the notice of general meetings.

本公司股東會召開方式之變更應經董事會決議，並最遲於股東會開會通知書寄發前為之。

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 in the form of electronic file to be uploaded to the Market Observation

Appendix II

Post System thirty (30) days before annual general meetings or fifteen (15) days before extraordinary general meetings. Nevertheless, the public announcement(s) shall be made thirty (30) days prior to the date of the annual general meeting, if that the paid-in capital of the end date of the last financial year reaches NT$2 billion or more, or the sum of the foreign and mainland Chinese shareholdings stated in the shareholder register of its annual general meeting held in the immediately preceding year reaches 30% or more. 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. 本公司應於股東常會開會三十日前或股東臨時會開會十五日前，將股東會開會通知書、委託書用紙、有關承認案、討論案、選任或解任董事事項等各項議案之案由及說明資料製作成電子檔案傳送至公開資訊觀測站。並於股東常會開會二十一日前或股東臨時會開會十五日前，將股東會議事手冊及會議補充資料，製作電子檔案傳送至公開資訊觀測站，但本公司於最近會計年度終了日實收資本額達新臺幣-二十億元以上或最近會計年度召開股東常會其股東名簿記載之外資及陸資持股比率合計達百分之三十以上者，應於股東常會開會三十日前完成前開電子檔案之傳送。股東會開會十五日前，備妥當次股東會議事手冊及會議補充資料，供股東隨時索閱，並陳列於本公司及本公司委任之專業股務代理機構，且應於股東會現場發放。

The Company shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to Shareholders for review in the following manner on the date of the general meeting:

for physical general meetings, to be distributed on-site at the general meeting.
for Hybrid General Meetings, to be distributed on-site at the general meeting and the electronic files transmitted to the virtual meeting platform.
for Virtual General Meetings, electronic files shall be transmitted to the virtual meeting platform.

前項之議事手冊及會議補充資料，本公司於股東會開會當日應依下列方式提供股東參閱：一、召開實體股東會時，應於股東會現場發放。

二、召開視訊輔助股東會時，應於股東會現場發放，並以電子檔案傳送至視訊會議平台。三、召開視訊股東會時，應以電子檔案傳送至視訊會議平台。

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.

通知及公告應載明召集事由；其通知經相對人同意者，得以電子方式為之。

Appendix II

Election or dismissal of Directors, 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, any matter under Article 185, paragraph 1 of the Company Act, or any matter under Articles 26-1 or 43-6 of the Securities and Exchange Act, or Articles 56-1 or 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers 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.

選任或解任董事、變更章程、減資、申請停止公開發行、董事競業許可、盈餘轉增資、公積轉增資、公司解散、合併、分割、公司法第一百八十五條第一項各款之事項、或證券交易法第二十六條之一、第四十三條之六、發行人募集與發行有價證券處理準則第五十六條之一或第六十條之二之事項，應在召集事由中列舉並說明其主要內容，不得以臨時動議提出。

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 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.

股東會召集事由已載明全面改選董事，並載明就任日期，該次股東會改選完成後，同次會議不得再以臨時動議或其他方式變更其就任日期。

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; provide, however, that the Board shall reject proposals concerning more than one matter. 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.

持有已發行股份總數百分之一以上股份之股東，得向本公司提出股東常會議案，以一項為限，提案超過一項者，均不列入議案。但股東提案係為敦促公司增進公共利益或善盡社會責任之建議性提案，董事會仍得列入議案，惟提案超過 1 項者，均不列入議案。另股東所提議案有公司法第 172 條之 1 第 4 項各款情形之一，董事會得不列為議案。

Appendix II

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.

本公司應於股東常會召開前之停止股票過戶日前，公告受理股東之提案、書面或電子受理方式、受理處所及受理期間；其受理期間不得少於十日。

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 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.

股東所提議案以三百字為限，超過三百字者，該提案不予列入議案；提案股東應親自或委託他人出席股東常會，並參與該項議案討論。

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.

本公司應於股東會召集通知日前，將處理結果通知提案股東，並將合於本條規定之議案列於開會通知。對於未列入議案之股東提案，董事會應於股東會說明未列入之理由。

Article Proxy and authorization 委託出席股東會及授權

1-2 第一條之二

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. 股東得於每次股東會，出具本公司印發之委託書，載明授權範圍，委託代理人，出席股東會。

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. 一股東以出具一委託書，並以委託一人為限，應於股東會開會五日前送達本公司，委託書有重複時，以最先送達者為準。但聲明撤銷前委託者，不在此限。

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice

Appendix II

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.

委託書送達本公司後，股東欲親自出席股東會或欲以書面或電子方式行使表決權者，應於股東會開會二日前，以書面向本公司為撤銷委託之通知；逾期撤銷者，以委託代理人出席行使之表決權為準。

After a proxy form has been delivered to the Company, if a Shareholder intends to attend the meeting by means of visual communication method, this Shareholder shall issue a written notice to the Company to revoke the proxy at least two (2) days prior to the meeting date. If the revocation is not made during the prescribed period, the votes casted by the person as proxy shall prevail. 委託書送達本公司後，股東欲以視訊方式出席股東會，應於股東會開會二日前，以書面向本公司為撤銷委託之通知；逾期撤銷者，以委託代理人出席行使之表決權為準。

Article 2 Attendance and Sign-in 出席與簽名第二條

The Company shall include the information about the time slot when shareholders, proxy solicitation agents, or proxies (" Shareholders " for the purpose of this Article 2) may report to the meeting, the reporting location, and other important messages in the notice of general meetings. 本公司應於開會通知書載明受理股東、徵求人、受託代理人（本第 2 條稱「股東」）報到時間、報到處地點，及其他應注意事項。

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.

For general meetings held by means of visual communication network, Shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed to have attended the shareholders meeting in person.

前項受理股東報到時間至少應於會議開始前三十分鐘辦理之；報到處應有明確標示，並派適足適任人員辦理之；股東會視訊會議應於會議開始前三十分鐘，於股東會視訊會議平台受理報到，完成報到之股東，視為親自出席股東會。

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.

股東應憑出席證、出席簽到卡或其他出席證件出席股東會，本公司對股東出席所憑依之證明文件不得任意增列要求提供其他證明文件；屬徵求委託書之徵求人並應攜帶身分證明文件，以備核對。

Appendix II

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. 本公司應設簽名簿供出席股東本人或股東所委託之代理人簽到，或由出席股東繳交簽到卡以代簽到。

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), the election ballot shall also be provided.

本公司應將議事手冊、年報、出席證、發言條、表決票及其他會議資料，交付予出席股東會之股東；有選舉董事者，應另附選舉票。

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.

政府或法人為股東時，出席股東會之代表人不限於一人。法人受託出席股東會時，僅得指派一人代表出席。

In the event of general meetings held by means of visual communication network, shareholders who wish to attend such meeting via visual communication network shall register with the Company two (2) days prior to the meeting.

股東會以視訊會議召開者，股東欲以視訊方式出席者，應於股東會開會二日前，向本公司登記。

In the event of a general meeting held by means of visual communication network, the Company shall upload the meeting agenda, annual report and other meeting materials to the virtual shareholders meeting platform at least 30 minutes before the meeting starts and keep this information disclosed until the end of the meeting.

股東會以視訊會議召開者，本公司至少應於會議開始前三十分鐘，將議事手冊、年報及其他相關資料上傳至股東會視訊會議平台，並持續揭露至會議結束。

Article General Meetings Held by Visual Communication Network and the Notice 股東會視訊會議

2-1 召集通知第二條

之一

To convene a general meeting held by visual communication network, the Company shall include the follow particulars in the meeting notice:

How Shareholders attend the general meetings held by means of visual communication network and exercise their rights.
Actions to be taken if the virtual meeting platform or participation in the virtual meeting is

Appendix II

obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:

(1) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
(2) Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
(3) In case of a Hybrid General Meeting, when such meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the meeting online, meets the minimum legal requirement for a general meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
(4) Actions to be taken if the outcome of all proposals have been announced and there is no extraordinary motion.
To convene a general meeting held via visual communication network, and specify appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online. Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which shareholders may apply to the company and other related matters requiring attention shall be specified.

本公司召開股東會視訊會議，應於股東會召集通知載明下列事項：

一、股東參與視訊會議及行使權利方法。
二、因天災、事變或其他不可抗力情事致視訊會議平台或以視訊方式參與發生障礙之處理方式，至少包括下列事項：
（一）發生前開障礙持續無法排除致須延期或續行會議之時間，及如須延期或續行集會時之日期。
（二）未登記以視訊參與原股東會之股東不得參與延期或續行會議。
（三）召開視訊輔助股東會，如無法續行視訊會議，經扣除以視訊方式參與股東會之出席股數，出席股份總數達股東會開會之法定定額，股東會應繼續進行，以視訊方式參與股東，其出席股數應計入出席之股東股份總數，就該次股東會全部議案，視為棄權。
（四）遇有全部議案已宣布結果，而未進行臨時動議之情形，其處理方式。
三、召開視訊股東會，並應載明對以視訊方式參與股東會有困難之股東所提供之適當替代措施。除公開發行股票公司股務處理準則第四十四條之九第六項規定之情形外，應至

Appendix II

少提供股東連線設備及必要協助，並載明股東得向公司申請之期間及其他相關應注意事項。

Article 3 Calculation of Attending Shares 出席股數之計算

第三條

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 and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by written ballot or electronic transmission.

股東會之出席應以股份為計算基準，出席股數依簽名簿或繳交之簽到卡及視訊會議平台報到股數，加計以書面或電子方式行使表決權之股數計算之。

Article 4 Venue and Time of General Meetings 開會地點及時間

第四條

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 Taiwan 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. Full consideration shall be given to the opinions of the Independent Directors with respect to the venues and time of the meeting.

依據本章程及上市 ( 櫃 ) 法令規定，股東會召開之地點，除經主管機關同意外，應於中華民國境內便利股東出席且適合股東會召開之地點為之，會議開始時間不得早於上午九時或晚於下午三時。召開之地點及時間，應充分考量獨立董事之意見。

The restrictions set forth in the preceding subparagraph do not apply when the Company convenes general meetings held by means of visual communication network. However, when the Company convenes such meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.

本公司召開視訊股東會時，不受前項召開地點之限制，但主席及紀錄人員應在國內之同一地點，主席並應於開會時宣布該地點之地址。

Article 5 Identification of Appointed Professionals and Other Relevant Persons Who May Be Present 第五條委託專業人士與相關人員得列席之識別

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.

本公司得指派所委託之律師、會計師或相關人員列席股東會。辦理股東會之會務人員應佩戴識別證或臂章。

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Article 6 Audio Recording or Videotaping of Meetings for Evidence 開會過程錄音或錄影之存證

第六條

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.

本公司應於受理股東報到時起將股東報到過程、會議進行過程、投票計票過程全程連續不間斷錄音及錄影，並至少保存一年。但經股東依上市 ( 櫃 ) 法令提起訴訟者，應保存至訴訟終結為止。

Where a shareholders meeting is held by visual communication network, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.

股東會以視訊會議召開者，本公司應對股東之註冊、登記、報到、提問、投票及公司計票結果等資料進行記錄保存，並對視訊會議全程連續不間斷錄音及錄影。

The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the meeting held by visual communication network.

前項資料及錄音錄影，本公司應於存續期間妥善保存，並將錄音錄影提供受託辦理視訊會議事務者保存。

In case of a general meeting held by visual communication network, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.

股東會以視訊會議召開者，本公司宜對視訊會議平台後台操作介面進行錄音錄影。

Article 7 The Chairman and Agent 主席及代理人第七條

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.

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除上市 ( 櫃 ) 法令另有規定外，股東會如由董事會所召集，其主席應由董事長 ( 如有 ) 擔任之，董事長請假或因故不能行使職權時，由董事長指定董事一人代理之，董事長未指定代理人者，由董事互推一人代理之。

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.

前項主席係由常務董事或董事代理者，以任職六個月以上，並瞭解公司財務業務狀況之常務董事或董事擔任之。主席如為法人董事之代表人者，亦同。

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. 股東會如由董事會以外之其他召集權人召集者，主席由該召集權人擔任之，召集權人有二人以上時，應互推一人擔任之。

The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a general meeting as advisors.

本公司得指派所委任之律師、會計師或相關人員列席股東會。

Article 8 Convention of A Meeting 會議召開第八條

The chairman shall call the general meeting to order at the time scheduled for the general meeting and announce the number of non-voting rights and the number of shares present. If the number of Shares represented by the attending Shareholders has not yet constituted the quorum (more than an aggregate of one-half (1/2) of all Shares in issue present in person or by proxy and entitled to vote) at the time scheduled for the general meeting, the chairman may postpone the time for the meeting. The postponements shall be limited to two times at most, and the general meeting shall not be postponed for more than one hour in total. If after two postponements the number of Shares represented by the attending Shareholders has constituted more than one-third (1/3) of all Shares in issue present in person or by proxy and entitled to vote, the chairman shall declare the meeting adjourned. In the event of a general meeting held via visual communication network, the Company shall also declare the meeting adjourned at the virtual meeting platform.

已屆開會時間，主席應即宣布開會，並同時公布無表決權數及出席股份數等相關資訊。惟未達法定出席數 ( 即有代表已發行股份總數過半數之有表決權股東親自或委託代理人出席 ) 時，主席得宣布延後開會，其延後次數以二次為限，延後時間合計不得超過一小時。延後

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二次而仍不足額有代表已發行股份總數三分之一以上之有表決權股東親自或委託代理人出席時，由主席宣布流會；股東會以視訊會議召開時，本公司另應於股東會視訊會議平台公告流會。

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Applicable Listing Rules; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 2.

前項延後二次仍不足額而有代表已發行股份總數三分之一以上股東出席時，得依據上市 ( 櫃 ) 法令規定為假決議並將假決議通知各股東於一個月內再行召集股東會；股東會以視訊會議召開者，股東欲以視訊方式出席者，應依第二條向本公司重行登記。

Before the end of such a meeting, if the number of Shares represented by the attending Shareholders has already constituted more than an aggregate of one-half (1/2) of all Shares in issue, the chairman may put the tentative resolution(s) already passed to the Shareholders' resolution again in accordance with the Applicable Listing Rules.

於當次會議未結束前，如出席股東所代表股數達已發行股份總數過半數時，主席得將作成之假決議，依據上市 ( 櫃 ) 法令規定重新提請股東會表決。

Article 9 Proposal Discussion 議案討論第九條

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.

董事會所召集之股東會，董事長宜親自主持，且宜有董事會過半數之董事親自出席，及各類功能性委員會成員至少一人代表出席，並將出席情形記載於股東會議事錄。

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 by poll on a one-by-one basis. 股東會如由董事會召集者，其議程由董事會訂定之，相關議案（包括臨時動議及原議案修正）均應採逐案票決，會議應依排定之議程進行，非經股東會決議通過不得變更之。

The preceding paragraph applies to circumstances where the general meeting is convened by any

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person, other than the Board of Directors, entitled to convene such general meeting. 股東會如由董事會以外之其他有召集權人召集者，準用前項之規定。

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.

前二項排定之議程於議事未終結前，非經決議或依本規則第十七條之規定，主席不得逕行宣布散會；會議散會後，股東不得另推選主席於原址或另覓場所續行開會，但主席違反本規則，宣布散會者，董事會其他成員應迅速協助出席股東依法定程序，以出席股東表決權過半數之同意推選一人擔任主席，繼續開會。

The chairman shall provide sufficient time for the explanation and discussion of all items listed in the agenda and amendments or 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 and compliant with the Applicable Listing Rules and the Articles. The chairman shall provide sufficient time for casting the votes.

主席對於議案及股東所提之修正案或臨時動議，應給予充分說明及討論之機會，若認為該等議案及修正案均已符合本章程及上市 ( 櫃 ) 法令之規定且達可付表決之程度時，得宣布停止討論，提付表決，並安排適足之投票時間。

Article Speech of Shareholder 股東發言 10 第十條

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.

出席股東發言前，須先填具發言條載明發言要旨、股東戶號（或出席證編號）及戶名，由主席指定其發言。

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.

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出席股東僅提發言條而未發言者，視為未發言，發言內容與發言條記載不符者，以發言內容為準。

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.

同一議案每一股東發言，非經主席之同意不得超過兩次，每次不得超過五分鐘，股東發言違反本項規定或超出議題範圍者，主席得制止其發言。

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.

出席股東發言時，其他股東除經徵得主席及發言股東同意外，不得發言干擾，違反者主席應予制止。

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

法人股東指派二人以上之代表出席股東會時，同一議案僅得推由一人發言。

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

出席股東發言後，主席得親自或指定相關人員答覆。

Where a general meeting is convened via visual communication network, shareholders attending such meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

股東會以視訊會議召開者，以視訊方式參與之股東，得於主席宣布開會後，至宣布散會前，於股東會視訊會議平台以文字方式提問，每一議案提問次數不得超過兩次，每次以二百字為限，不適用第一項至第五項規定。

As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.

前項提問未違反規定或未超出議案範圍者，宜將該提問揭露於股東會視訊會議平台，以為周知。

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Article

11 第十一條

Article 12 第十二條

[Deleted and removed to Article 1-1]

[ 刪除，改列於第一條之一 ]

、 Calculation of Voting Shares and Recusal 表決股數之計算迴避制度

Voting at a general meeting shall be based on the number of Shares. 股東會之表決，應以股份為計算基準。

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.

出席股數依簽名簿或繳交之簽到卡，加計以書面或電子方式行使表決權之股數計算之。

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 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.

本公司召開股東會時，應採行以電子方式並得採行以書面方式行使其表決權；其以書面或電子方式行使表決權時，其行使方法應載明於股東會召集通知。以書面或電子方式行使表決權之股東，視為親自出席股東會。但就該次股東會之臨時動議及原議案之修正，視為棄權，故本公司宜避免提出臨時動議及原議案之修正。

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 genral 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. 前項以書面或電子方式行使表決權者，其意思表示應於股東會開會二日前送達公司，意思表示有重複時，以最先送達者為準。但聲明撤銷前意思表示者，不在此限。

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)

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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 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.

股東以書面或電子方式行使表決權後，如欲親自出席股東會者，應於股東會開會二日前以與行使表決權相同之方式撤銷前項行使表決權之意思表示；逾期撤銷者，以書面或電子方式行使之表決權為準。如以書面或電子方式行使表決權並以委託書委託代理人出席股東會者，以委託代理人出席行使之表決權為準。

The Shares solicited by solicitors, Shares represented by proxies and shares represented shareholders attending the meeting by written ballot or electronic transmission 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. In the event a general meeting held via visual communication network, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

徵求人徵得之股數、受託代理人代理之股數及股東以書面或電子方式出席之股數，本公司應於股東會開會當日，依上市 ( 櫃 ) 法令規定格式編造之統計表，於股東會場內為明確之揭示；股東會以視訊會議召開者，本公司至少應於會議開始前三十分鐘，將前述資料上傳至股東會視訊會議平台，並持續揭露至會議結束。

During the Company's general meeting held via visual communication network, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

本公司召開股東會視訊會議，宣布開會時，應將出席股東股份總數，揭露於視訊會議平台。如開會中另有統計出席股東之股份總數及表決權數者，亦同。

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.

股東會之決議，對無表決權股東之股份數，不算入已發行股份之總數。

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

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entitled to vote in person, as a proxy or corporate representative with respect to said matter. 於上市 ( 櫃 ) 法令要求之範圍內，依本章程第 66 條之規定，股東對於提交股東會同意之提案事項有自身利害關係致有害於公司利益之虞時，就該提案事項不得親自或代理他股東或代表法人股東行使其本可行使之任何表決權。

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.

前項不得行使表決權之股份數，就相關決議不算入已出席股東之表決權數。

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.

除中華民國信託事業或經中華民國證券主管機關核准的股務代理機構外，一人同時受二人以上股東委託時，其代理之表決權不得超過已發行股份總數表決權之百分之三，超過時其超過之表決權，不予計算。

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.

依據上市 ( 櫃 ) 法令，股東係為他人持有股份時，股東得主張分別行使表決權。前述關於分別行使表決權之資格條件、適用範圍、行使方式、作業程序及其他應遵行事項之辦法，由金管會定之。

Article Principle for Voting Right 表決權原則 13 第十三條

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.

除本章程另有規定或股份另附有任何權利或限制外，每一親自出席或委託代理人出席之股東於進行表決時，就其所持有的每一股份均有一表決權。

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

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Market Observation Post System on the day immediately following the convention of the Shareholders' meeting.

議案應由股東逐案進行投票表決，並於股東會召集後當日，將股東同意、反對及棄權之結果輸入公開資訊觀測站。

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, 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, and such Shares shall not be counted toward the number of votes represented by the Shareholders present at a general meeting.

本公司董事亦持有本公司股份時，如該董事以股份設定質權 ( 下稱「設質股份」 ) 超過選任當時所持有之本公司股份數額二分之一時，其超過之股份 ( 即設質股份超過選任當時所持有股份數額二分之一的部分 ) 不得行使表決權，不算入已出席股東之表決權數。

Article Voting on Proposal 議案之表決 14 第十四條

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. 議案之表決，除上市 ( 櫃 ) 法令或本章程另有規定外，以出席股東表決權過半數之同意通過之。

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.

同一議案有修正案或替代案時，由主席併同原案定其表決之順序。如其中一案已獲通過時，其他議案即視為否決，毋庸再行表決。

Where directors 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 all directors who were elected and lost the election and numbers of their votes, shall be announced at the same meeting.

股東會有選舉董事時，應依本公司所訂相關選任規範辦理，並應當場宣布選舉結果，包含當選董事之名單與其當選權數及落選董事與其獲得之選舉權數。

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

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Shareholder, these ballots shall then be kept until conclusion of the litigation.

董事選舉事項之選舉票，應由監票員密封簽字後，妥善保管，並至少保存一年。但經股東依法令提起訴訟者，應保存至訴訟終結為止。

Article Checking and Counting Ballots 監票及計票 15 第十五條

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. 議案表決之監票及計票人員，由主席指定之，但監票人員應具有股東身分。股東會表決或選舉議案之計票作業應於股東會場內公開處為之，且應於計票完成後，當場宣布表決結果，包含統計之權數，並作成紀錄。

When the Company convenes a general meeting held via visual communication network, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

本公司召開股東會視訊會議，以視訊方式參與之股東，於主席宣布開會後，應透過視訊會議平台進行各項議案表決及選舉議案之投票，並應於主席宣布投票結束前完成，逾時者視為棄權。

In the event of a general meeting held via visual communication network, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.

股東會以視訊會議召開者，應於主席宣布投票結束後，為一次性計票，並宣布表決及選舉結果。

In the event of a general meeting held via visual communication network, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.

股東會以視訊會議召開者，本公司應於投票結束後，即時將各項議案表決結果及選舉結果，依規定揭露於股東會視訊會議平台，並應於主席宣布散會後，持續揭露至少十五分鐘。

When the Company convenes a Hybrid General Meeting, if shareholders who have registered to attend the meeting online in accordance with Article 2 decide to attend the physical shareholders

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meeting in person, they shall revoke their registration two (2) days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.

本公司召開視訊輔助股東會時，已依第二條規定登記以視訊方式出席股東會之股東，欲親自出席實體股東會者，應於股東會開會二日前，以與登記相同之方式撤銷登記；逾期撤銷者，僅得以視訊方式出席股東會。

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

以書面或電子方式行使表決權，未撤銷其意思表示，並以視訊方式參與股東會者，除臨時動議外，不得再就原議案行使表決權或對原議案提出修正或對原議案之修正行使表決權。

Article Meeting Minutes 議事錄 16 第十六條

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 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.

股東會之決議，應作成議事錄，由主席簽名或蓋章，並於會後二十日內，將議事錄分發各股東。議事錄之製作及分發，得以電子方式為之。

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 ").

於本公司於中華民國掛牌期間，前項議事錄之分發，得以輸入公開資訊觀測站之公告方式為之。

The meeting minutes must faithfully record the meeting's date (year, month, day), place, Chairman's name, resolution method, summary of proceedings, and voting results (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. 議事錄應確實依會議之年、月、日、場所、主席姓名、決議方法、議事經過之要領及其表決結果 ( 包含統計之權數 ) 記載之，有選舉董事時，應揭露每位候選人之得票權數。在本公司存續期間，應永久保存。

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Where a general meeting is convened via visual communication network, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the general meeting, how the meeting is convened, the chair’s and secretary’s name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.

股東會以視訊會議召開者，其議事錄除依前項規定應記載事項外，並應記載股東會之開會起迄時間、會議之召開方式、主席及紀錄之姓名，及因天災、事變或其他不可抗力情事致視訊會議平台或以視訊方式參與發生障礙時之處理方式及處理情形。

When convening a Virtual General Meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a Virtual General Meeting online

本公司召開視訊股東會，除應依前項規定辦理外，並應於議事錄載明，對於以視訊方式參與股東會有困難股東提供之替代措施。

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

決議之表決結果 ( 包括贊成及反對 ) 之票數及總投票數均應載明於議事錄。

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.

股東會決議事項，如有上市 ( 櫃 ) 法令規定之重大訊息者，本公司應於規定時間內，將內容傳輸至公開資訊觀測站。

Article 17 第十七條

、 Intermission and Resumption of A Meeting 休息續行集會

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.

會議進行時，主席得酌定時間宣告休息，發生不可抗拒之情事時，主席得裁定暫時停止會議，並視情況宣布續行開會之時間。

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

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meeting. Upon approval by Ordinary Resolution, the chairman may (and shall if so directed by the meeting) adjourn the general meeting if necessary.

股東會排定之議程於議事未終結前，開會之場地屆時未能繼續使用，得由主席決定另覓場地繼續開會並若有需要時經普通決議同意得 ( 如經股東會指示則應 ) 宣佈股東會延期。

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

股東會得依上市 ( 櫃 ) 法令及本章程之規定，決議在五日內延期或續行集會。

Article Preservation of Order at the Meeting Venue 會場秩序之維持 18 第十八條

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.

主席得指揮糾察員 ( 或保全人員 ) 協助維持會場秩序。糾察員 ( 或保全人員 ) 在場協助維持秩序時，應佩戴「糾察員」字樣臂章。

The chairman may direct inspectors or security guards to ask Shareholders 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.

股東違反本規則不服從主席糾正，妨礙會議之進行，經制止不服從者，得由主席指揮糾察員或保全人員請其離開會場。

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.

會場備有擴音設備者，股東非以本公司配置之設備發言時，主席得制止之。

Article Handling of Disconnection and Digital Divide 斷訊與數位落差之處理

18-1 第十八條之一

In the event of a general meeting held via visual communication network, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues. 股東會以視訊會議召開者，本公司得於會前提供股東簡易連線測試，並於會前及會議中即時提供相關服務，以協助處理通訊之技術問題。

In the event of a general meeting held via visual communication network, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed

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on another date within five (5) days.

股東會以視訊會議召開者，主席應於宣布開會時，另行宣布除公開發行股票公司股務處理準則第四十四條之二十第四項所定無須延期或續行集會情事外，於主席宣布散會前，因天災、事變或其他不可抗力情事，致視訊會議平台或以視訊方式參與發生障礙，持續達三十分鐘以上時，應於五日內延期或續行集會之日期。

For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.

發生前項應延期或續行會議，未登記以視訊參與原股東會之股東，不得參與延期或續行會議。

For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

依第二項規定應延期或續行會議，已登記以視訊參與原股東會並完成報到之股東，未參與延期或續行會議者，其於原股東會出席之股數、已行使之表決權及選舉權，應計入延期或續行會議出席股東之股份總數、表決權數及選舉權數。

During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors.

依第二項規定辧理股東會延期或續行集會時，對已完成投票及計票，並宣布表決結果或董事當選名單之議案，無須重行討論及決議。

When the Company convenes a Hybrid General Meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required. 本公司召開視訊輔助股東會，發生第二項無法續行視訊會議時，如扣除以視訊方式出席股東會之出席股數後，出席股份總數仍達股東會開會之法定定額者，股東會應繼續進行，無須依第二項規定延期或續行集會。

Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

發生前項應繼續進行會議之情事，以視訊方式參與股東會股東，其出席股數應計入出席股東之股份總數，惟就該次股東會全部議案，視為棄權。

When postponing or resuming a meeting according to the second paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the

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Administration of Shareholder Services of Public Companies.

本公司依第二項規定延期或續行集會，應依公開發行股票公司股務處理準則第四十四條之二十第七項所列規定，依原股東會日期及各該條規定辦理相關前置作業。

For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company hall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.

公開發行公司出席股東會使用委託書規則第十二條後段及第十三條第三項、公開發行股票公司股務處理準則第四十四條之五第二項、第四十四條之十五、第四十四條之十七第一項所定期間，本公司應依第二項規定延期或續行集會之股東會日期辦理。

When convening a Virtual General Meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online. Except in the circumstances set out in Article 44-9, paragraph 6 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the shareholders shall at least be provided with connection facilities and necessary assistance, and the period during which shareholders may apply to the company and other related matters requiring attention shall be specified.

本公司召開視訊股東會時，應對於以視訊方式出席股東會有困難之股東，提供適當替代措施。除公開發行股票公司股務處理準則第四十四條之九第六項規定之情形外，應至少提供股東連線設備及必要協助，並載明股東得向公司申請之期間及其他相關應注意事項。

Article Enforcement and Amendment 實施與修訂 19 第十九條

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. 本規則之訂定及修正應經董事會同意，並經股東會以普通決議通過。

本辦法訂於 2013 年 5 月 31 日第一次修訂日 2015 年 6 月 30 日第二次修訂日 2020 年 6 月 18 日第三次修訂日 2022 年 6 月 23 日第四次修訂日 2025 年 6 月 19 日

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JOURDENESS GROUP LIMITED

GUIDELINES GOVERNING ELECTION OF DIRECTORS

董事選舉規範

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.
第一條為建立本公司良好董事選舉制度，爰依上市(櫃)法令訂定本規範，以資遵循。

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 ").

除本規範另有定義外，本規範所使用任何英文字首大寫之詞彙，其意義應與本公司公司章程 ( 包括其隨時修改或被取代之版本；下稱「本章程」)中之定義相同。
Article 2 In the election of Directors of the Company, the number of votes exercisable in respect of 第二條 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.

本公司董事之選舉，每一股份有與應選出董事人數相同之選舉權，得集中選舉一人，或分配選舉數人。

Article 3 The Board of Directors shall prepare the number of ballots equal to the number of Directors 第三條 to be elected and shall fill in the number of votes to be distributed to the attending Members in a general meeting.

董事會應製備與應選出董事人數相同之選舉票，並加填其權數，分發出席股東會之股東。

Article 4 Prior to the commencement of an election, the chairman shall appoint several ballot 第四條 examiners and ballot counters to perform related duties.

選舉開始前，應由主席指定監票員、計票員各若干人，執行各項有關職務。

Article 5 The Board of Directors shall set up a ballot box for the election of Directors to be inspected 第五條 by the ballot examiners prior to the casting of ballots.
董事之選舉，由董事會設置投票箱，於投票前由監票員當眾開驗。
Article 6 Where a candidate is also a Member, the person casting the vote shall specify the account 第六條 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 "Corporate Shareholder"), 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

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government entity or juristic person. Where there are multiple representatives, the name of each representative shall be indicated.

被選舉人如為股東身分者，選舉人須在選舉票「被選舉人」欄填明被選舉人戶名及股東戶號；如非股東身分者，應填明被選舉人姓名及身分證統一編號。惟政府或法人（下稱「法人股東」）為被選舉人時，選舉票之被選舉人戶名欄應填列該政府或法人名稱，亦得填列該政府或法人名稱及其代表人姓名；代表人有數人時，應分別加填代表人姓名。

Where the Member is a government agency or a corporate entity, the Corporate Shareholder may nominate its representative (the "Representative") for election as a director at a general meeting. During the term of the office of the Representative acting as a director, the Corporate Shareholder may, from time to time, remove or replace the Representative with another person to act as a director. The appointment, removal or discharge of the Representative as a director may be made by notice in writing to the Company signed by the Corporate Shareholder without the need to hold a general meeting of the Shareholders. The removal, discharge or replacement of the Representative and appointment of a new Representative as the Director shall take effect from the date of receipt by the Company of the written notice by the Corporate Shareholder and the consent letter signed by the new Representative indicating his/her consent to act as Director.

如股東係政府或法人時，得指定其代表人於股東會當選為董事。於法人代表人擔任董事任期間，法人股東得隨時解除該法人代表人或改派其代表人擔任董事。該等指派、改派或解任法人代表人擔任董事，得由法人股東以書面通知本公司，而無須經股東會決議。解除、解任或改派法人代表人或指派新的法人代表人擔任董事，應於本公司收到法人股東所出具書面通知及新法人代表人所簽署董事願任同意書之日起生效。

Article 7 Independent Directors and non-Independent Directors shall be elected in the same election, 第七條 but the respective votes shall be separately calculated to determine the elected Independent Directors and non-Independent Directors.

董事之選票依獨立董事與非獨立董事一併選舉分別計票分別當選。

Article 7-1 For so long as the shares of the Company are registered in the Emerging Market or listed on 第七條之 1 the Taipei Exchange 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 and shall be conducted in accordance with Article 24 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies.

Appendix III

於本公司股份已登錄興櫃或在證券櫃檯買賣中心或證交所上市之期間，本公司獨立董事之選任，應符合「公開發行公司獨立董事設置及應遵循事項辦法」第五條、第六條、第七條、第八條以及第九條之規定，並應依據「上市上櫃公司治理實務守則」第二十四條規定辦理。

Article 7-2 第七條之二

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, 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.

本公司董事之選任，應考量董事會之整體配置。董事會成員組成應考量多

元化，並就本身運作、營運型態及發展需求以擬訂適當之多元化方針，宜包括但不限於以下二大面向之標準：

一、基本條件與價值：性別、年齡、國籍及文化等。

二、專業知識技能：專業背景（如法律、會計、產業、財務、行銷或科技）、專業技能及產業經驗等。

董事會成員應普遍具備執行職務所必須之知識、技能及素養，其整體應具備之能力如下：

一、營運判斷能力。

二、會計及財務分析能力。

Appendix III

三、經營管理能力。

四、危機處理能力。

五、產業知識。

六、國際市場觀。

七、領導能力。

八、決策能力。

董事間應有超過半數之席次，不得具有配偶或二親等以內之親屬關係。本公司董事會應依據績效評估之結果，考量調整董事會成員組成。

Article 7-3 第七條之三

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.

本公司董事之選舉，均應參考台灣公司法第一百九十二條之一所規定之候選人提名制度程序為之，為審查董事候選人之資格條件、學經歷背景及有無台灣公司法第三十條所列各款情事等事項，不得任意增列其他資格條件之證明文件，並應將審查結果提供股東參考，俾選出適任之董事。

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.

董事因故解任，致不足五人者，公司應於最近一次股東會補選之。但董事缺額達章程所定席次三分之一者，公司應自事實發生之日起六十日內，召開股東臨時會補選之。

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 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.

Appendix III

獨立董事之人數不足證券交易法第十四條之二第一項但書或臺灣證券交易所上市審查準則相關規定，應於最近一次股東會補選之；獨立董事均解任時，應自事實發生之日起六十日內，召開股東臨時會補選之。

Article 8 The ballot shall be null and invalid upon occurrence of one of the following: 第八條選舉票有下列情事之一者無效：

Ballots which are not in compliance with these Guidelines. 不用本規範規定之選票。
Blank ballots which are cast into the ballot box; 以空白之選舉票投入投票箱者。
Scribbled and unidentifiable writing or writing which has been altered; 字跡模糊無法辨認或經塗改者。
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.
- 所填被選舉人如為股東身分者，其戶名、股東戶號與股東名簿不符者；所填被
- 選舉人如非股東身分者，其姓名、身份証統一編號經核對不符者。
Writing other than the name of the candidate or Member number (identification number) and the number of votes entitled.
- 除填被選舉人之戶名 ( 姓名）或股東戶號 ( 身份証統一編號 ) 及分配選舉權數外，夾寫其它文字者。
The account name (name) or Member number (identification number) of the candidate has not been specified.
- 未填被選舉人之戶名 ( 姓名 ) 或股東戶號 ( 身份証統一編號 ) 者。
Two or more candidates are included in a single ballot. 同一選舉票填列被選舉人二人或二人以上者。
Article 9 Pursuant to the number of Directors required under the Articles, the candidates to whom the 第九條 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.
本公司董事，由股東會就有行為能力之人選任之。本公司董事依據本章程所定之名額，分別計算獨立董事或非獨立董事之選舉權數，由所得選舉票代表選舉權數較多者分別依次當選。如有二人或二人以上所得權數相同而超過規定名額時，由得權數相同者抽籤決定，未在場者由主席代為抽籤。

Appendix III

Article 10 Ballots shall be counted upon completion of the voting procedures and the result of the ballot 第十條 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.

投票完畢後當場開票，開票結果應由主席當場宣佈董事當選名單與其當選權數。選舉票，應由監票員密封簽字後，妥善保存，並至少保存一年。但經股東依上市 ( 櫃 ) 法令相關規定提起訴訟者，應保存至訴訟終結為止。

Article 11 The election of candidate who is disqualified by the Applicable Listing Rules (including 第十一條 without limitation to Paragraphs 3 f Article 26-3 of the Taiwan Securities and Exchange Act) shall be ineffective.
不符合上市 ( 櫃 ) 法令 ( 包括但不限於台灣證券交易法第二十六條之三第三項 ) 規定者，當選失其效力。

Article 12 The Board of Directors shall send each elected Director a notice of appointment. 第十二條當選之董事由本公司董事會分別發給當選通知書。

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. 第十三條本規範之訂定及修正應經本公司董事會同意，並經股東會之普通決議通過。

本規範訂於 2014 年 5 月 13 日第一次修訂日： 2015 年 6 月 30 日第二次修訂日： 2010 年 6 月 18 日第三次修訂日： 2025 年 6 月 19 日

Appendix IV

Company No.:242357

Cayman Islands

The Companies Act

Amended and Restated

Memorandum of Association

and

Articles of Association

JOURDENESS GROUP LIMITED

Incorporated on the 21[st] day of June, 2010 Adopted By Special Resolution dated the 13[th] day of May, 2014 Adopted By Special Resolution dated the 30[th] day of June, 2015 Adopted By Special Resolution dated the 23[rd] day of June, 2016 Adopted By Special Resolution dated the 22[nd] day of June, 2017 Adopted By Special Resolution dated the 28[th] day of June, 2018 Adopted By Special Resolution dated the 25[th] day of June, 2019 Adopted By Special Resolution dated the 18[th] day of June, 2020 Adopted By Special Resolution dated the 23[rd] day of June, 2022 Adopted By Special Resolution dated the 27[th] day of June, 2023 Adopted By Special Resolution dated the 19[th] day of June, 2025

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Portcullis (Cayman) Ltd.

The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208 Cayman Islands Tel: 345-946-6145 / +65 6496 0496 Fax: 345-946-6146 / +65 6538 6585 Email: [email protected] www.portcullis.co

THE COMPANIES ACT (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

JOURDENESS GROUP LIMITED

(Adopted by Special Resolution passed on June 19, 2025)

The name of the Company is JOURDENESS GROUP LIMITED (the " Company ").
The registered office of the Company will be situated at the offices of Portcullis (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.
The objects for which the Company is established are unrestricted.

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 Act of the Cayman Islands (as amended) (the " Law ").

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.
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.
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.
The liability of the Shareholders of the Company is limited to the amount, if any, unpaid on the share respectively held by them.
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 and should not be converted to non par-value shares, 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 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.
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.

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Filed: 30-Jun-2025 08:39 EST www.verify.gov.ky File#: 242357 Auth Code: C30885551401

THE COMPANIES ACT (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

JOURDENESS GROUP LIMITED

(Adopted by Special Resolution passed on June 19, 2025)

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

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

" Acquisition " refers to an act wherein a company acquiring shares, business or assets of another company in exchange for shares, cash or other assets;

" 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 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;

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" 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 newlyincorporated 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 Act (as amended) 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 twothirds (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 Act 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;

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" 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;

" 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;

" 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;

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" 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;

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" 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 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.

In these Articles, save where the context requires otherwise:

(a) words importing the singular number shall include the plural number and vice versa;
(b) words importing the masculine gender only shall include the feminine gender and any Person as the context may require;
(c) the word "may" shall be construed as permissive and the word "shall" shall be construed as imperative;

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

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

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

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.

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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:
(a) number of preferred Shares issued by the Company and the number of preferred Shares the Company is authorized to issue;
(b) order, fixed amount or fixed ratio of allocation of dividends and bonus on preferred Shares;
(c) order, fixed amount or fixed ratio of allocation of surplus assets of the Company;
(d) order of or restriction on the voting right(s) (including declaring no voting rights whatsoever) of preferred Shareholders;
(e) other matters concerning rights and obligations incidental to preferred Shares; and
(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.
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.
(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.
12A. If a subscriber fails to pay any 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 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 loss or damage, if any, may still be claimed against such defaulting Shareholder.

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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).
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 0 (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.
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:
(a) in connection with a Merger with another company, or the Spin-off of the Company, or pursuant to any reorganization of the Company;
(b) in connection with meeting the Company’s obligation under Share subscription warrants and/or options;
(c) in connection with meeting the Company’s obligation under corporate bonds which are convertible bonds or vested with rights to acquire Shares; or
(d) in connection with meeting the Company’s obligation under preferred Shares vested with rights to acquire Shares.
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.
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

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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).

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 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

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 him.

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,

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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

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

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

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.

The instrument of transfer of any Share shall be in any usual or common form or such other form as 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.
The Board may decline to register any transfer of any Share unless:
(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;

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

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

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

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

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:

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

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(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.

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 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.
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;
(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
(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

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33A The Company shall pass a Supermajority Special Resolution if the Company effects a Delisting in accordance with the Applicable Listing Rules.
Subject to the Law, in the event any of the resolutions with respect to the paragraph (a), (b), or (c) of Article 32 or Spin-off, Merger, Acquisition or share swap of the Company is adopted by general meeting, any Shareholder who has voted against such matter or 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 in writing the Company to purchase all of his Shares at the then prevailing fair price and specify the purchase 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 Company shall apply to any competent court of Taiwan 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 may have the jurisdiction. 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.

The number of shares held by the shareholders who forfeited his right to vote shall not be counted toward the number of votes represented by the Shareholders present at a general meeting.

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. In case no agreement as to the purchase price is reached, the Company shall pay the fair price as determined by the Company to such Shareholder within ninety (90) days from the date on which the resolution was adopted. If the Company fails to pay the agreed purchase price, the Company shall be deemed to agree to the price as requested by the Shareholder.

REDEMPTION AND PURCHASE OF SHARES

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.
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.
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.
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.
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

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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.

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.
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

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

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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

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 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 ”).
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

All general meetings other than annual general meetings shall be called extraordinary general meetings.
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.
44A. The general meeting of the Company can be held by means of video conference or other methods promulgated by the Taiwan authorities. When a general meeting of the Company is held by means of video conference, participation by a person in the meeting by means of video

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conference is treated as presence in person at that meeting. Regarding the general meeting to be held by means of video conference, the Company shall be subject to Applicable Listing Rules for the prerequisites, procedures, and other compliance matters.

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 physical general meetings shall be held in Taiwan, if a physical 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, within two (2) days after obtaining the approval on convening such meeting from the competent authority, shall apply for the approval of the Taipei Exchange or the TSE.
(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 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.

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

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.
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 at least thirty (30) days prior to any annual general meeting or at least fifteen (15) days prior to any extraordinary general meeting.

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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.

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. Nevertheless, the public announcement(s) shall be made thirty (30) days prior to the date of the annual general meeting, provided that the paid-in capital of the end date of the last financial year reaches NT$2 billion or more, or the sum of the foreign and mainland Chinese shareholdings stated in the shareholder register of its annual general meeting held in the immediately preceding year reaches 30% or more. 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.
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:
(a) election or discharge of Directors;
(b) amendments to the Memorandum of Association and/or these Articles;
(c) any capital reduction;
(d) applying for the approval of ceasing the status as a public company;
(e) dissolution, share swap (as defined in the Applicable Listing Rules), Merger or Spin-off of the Company;
(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;
(g) the transfer of the whole or any material part of its business or assets;
(h) the takeover of another's whole business or assets, which will have a material effect on the business operation of the Company;
(i) the private placement of equity-linked securities;
(j) granting waiver to the Director’s engaging in any business within the scope of business of the Company;
(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 share premium account or endowment income, 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;
(o) the Delisting;

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(p) issuance of employee stock options with the exercise price lower than the closing price of the underlying Shares as of the issuing date; and
(q) issuance of restricted shares for employees.

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

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.
(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.

(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 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, provide, however, that the Board shall reject proposals concerning more than one matter.

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.
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.

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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.
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.
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

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.

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.

No vote may be exercised by any Shareholder with respect to any of the following Shares:
(a) the Treasury Shares held by the Company in accordance with the Law, these Articles and the Applicable Listing Rules;
(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
(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.

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.
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.
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

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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) 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.
Unless otherwise provided in these Articles, whenever the voting at the general meeting is exercised in writing or by way of electronic transmission, 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.
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.

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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).

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.
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.

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.

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

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

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

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 two (2) of the Independent Directors must be domiciled in Taiwan. For so long as the

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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.

Where a Shareholder is a government agency or a corporate entity (the "Corporate Shareholder"), the Corporate Shareholder may nominate its representative (the "Representative") for election as a director at a general meeting. During the term of the office of the Representative acting as a director, the Corporate Shareholder may, from time to time, remove or replace the Representative with another person to act as a director. The appointment, removal or discharge of the Representative as a director may be made by notice in writing to the Company signed by the Corporate Shareholder without the need to hold a general meeting of the Shareholders. The removal, discharge or replacement of the Representative and appointment of a new Representative as the Director shall take effect from the date of receipt by the Company of the written notice by the Corporate Shareholder and the consent letter signed by the new Representative indicating his/her consent to act as Director.

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.

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.

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 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.

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The general meeting of the Shareholders may appoint any natural person or corporation to be a Director. At a general meeting of election of Directors, the number of votes exercisable in

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respect of one (1) 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 (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 so elected.

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) in accordance with the Applicable Listing Rules and, for the avoidance of doubts, (i) the Directors (excluding the Independent Directors) shall only be elected and approved by the Shareholders from the list of candidates for Directors (excluding the Independent Directors); 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.

Subject to these Articles, the term for which a Director 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 is effected after expiration of the term of office of the existing Directors, the term of office of such Director shall be extended until the time new Directors are elected and assume their office.
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.
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.
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), 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 at the time of his or her appointment or election as Director being approved at a general meeting (the " Approval Time "), shall be discharged or vacated from the office of Director.

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 (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) will be proposed, his or her appointment or election as Director(the Independent Director is excluded) shall be null and void.

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

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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.

DIRECTORS’ FEES AND EXPENSES

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.
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.
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

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.
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

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 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.
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.

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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.
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.
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.
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 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.
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.
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.
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.
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.

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

BORROWING POWERS OF DIRECTORS

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

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.
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.
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

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

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(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

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.
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.
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.
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

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(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;

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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 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; before the Company adopts 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. The Company shall also elaborate the essential contents of the Director's personal interest and the reason for approving or dissenting the resolution of the Acquisition in the reasons for convening this general meeting; such content shall be published on a website designated by the Taiwan securities competent authorities or the Company, and the URL of such website shall be specified on the general meeting notice.

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.
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.
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.
The Directors shall cause all minutes to be made in books or loose-leaf folders provided for the purpose of recording:
(a) all appointments of officers made by the Directors;
(b) the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

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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
(f) issuance of corporate bonds.

AUDIT COMMITTEE

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.
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:

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(a) adoption of or amendment to an internal control system;
(b) assessment of the effectiveness of the internal control system;
(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;
(d) any matter relating to the personal interest of the Directors;
(e) the entering into of a transaction relating to material assets or derivatives;
(f) a material monetary loan, endorsement, or provision of guarantee;
(g) the offering, issuance, or private placement of the Shares or any equity-linked securities;
(h) the hiring or dismissal of an attesting certified public accountant as the auditor of the Company, or the compensation given thereto;
(i) the appointment or discharge of a financial, accounting, or internal auditing officers;
(j) the annual financial reports which are signed or sealed by the chairman, managerial officer, and accounting officer and second-quarter financial reports that must be audited and attested by certified public accountants; 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.

119A. Before the Company holds a 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 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.

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

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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.
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.
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 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 Audit Committee 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.

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

DIVIDENDS

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.
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.
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.

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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.

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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 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).

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.

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.

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ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION

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.
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.
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.
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.
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 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.
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.
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

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

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:
(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;
(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;

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(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
(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

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

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.
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

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

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(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
(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.

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

INFORMATION

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.
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.
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

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

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(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

Filed: 30-Jun-2025 08:39 EST www.verify.gov.ky File#: 242357 Auth Code: C30885551401

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.

(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 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

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

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.
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.
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

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.

REGISTRATION BY WAY OF CONTINUATION

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

Filed: 30-Jun-2025 08:39 EST www.verify.gov.ky File#: 242357 Auth Code: C30885551401

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

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 NonLitigious 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.

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Filed: 30-Jun-2025 08:39 EST www.verify.gov.ky File#: 242357 Auth Code: C30885551401

AI assistant

JDS — AGM Information 2026

52390_rns_2026-04-28_b09b78b0-2305-4a11-a34b-13079f5f0e2a.pdf

JOURDENESS GROUP LIMITED JOURDENESS GROUP LIMITED

2026 Annual General Meeting Handbook

Table of Contents

One. Meeting procedure

JOURDENESS GROUP LIMITED 2026 Annual General Meeting Agenda

Two. Meeting Agenda

JOURDENESS GROUP LIMITED 2026 Annual General Meeting Agenda

Report Items

Motion 5 (proposed by the Board of Directors)

Motion 6 (proposed by the Board of Directors)

Confirming matter

Discussion matter

Election Items

Extraordinary motions

Adjournment

JOURDENESS GROUP LIMITED 2025 Business Report

I. Foreword

II. Business plan implementation results

III. Profitability analysis

V. Future outlook

JOURDENESS GROUP LIMITED

Audit committee’s audit report

Thereby

Directors’ Remuneration

JOURDENESS GROUP LIMITED

2025 Sound Business Plan

A. Implementation Status of Sound Operational Plan

B. Strategy for future operational improvements Operation strategies:

Operation and management

(b) Administration & Management/Lean Staffing

(d) Operational cost control

C. Implement control measures

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Recognition of Revenue from Beauty and Body Spa Course Services

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

March 30, 2026

Notice to Readers

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

JOURDENESS GROUP LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

JOURDENESS GROUP LIMITED Earnings Distribution Table 2025

JOURDENESS GROUP LIMITED

COMPARISON TABLE OF AMENDMENTS TO THE

OPERATING PROCEDURE FOR MAKING OF ENDORSEMENTS

AND GUARANTEES

List of Director Candidates

JOURDENESS GROUP LIMITED

Shareholding of all directors

JOURDENESS GROUP LIMITED

PROCEDURAL RULES OF GENERAL MEETING 股東會議事規則

Article 1 Legal Basis 法令依據

第一條

Article Convening and Notice of General Meetings 股東會召集及開會通知

Article Proxy and authorization 委託出席股東會及授權

Article 2 Attendance and Sign-in 出席與簽名 第二條

Article General Meetings Held by Visual Communication Network and the Notice 股東會視訊會議

Article 3 Calculation of Attending Shares 出席股數之計算

第三條

Article 4 Venue and Time of General Meetings 開會地點及時間

第四條

Article 5 Identification of Appointed Professionals and Other Relevant Persons Who May Be Present 第五條 委託專業人士與相關人員得列席之識別

Article 6 Audio Recording or Videotaping of Meetings for Evidence 開會過程錄音或錄影之存證

第六條

Article 7 The Chairman and Agent 主席及代理人 第七條

Article 8 Convention of A Meeting 會議召開 第八條

JDS AGM Information 2026

Article 2 Attendance and Sign-in 出席與簽名第二條

Article 5 Identification of Appointed Professionals and Other Relevant Persons Who May Be Present 第五條委託專業人士與相關人員得列席之識別

Article 7 The Chairman and Agent 主席及代理人第七條

Article 8 Convention of A Meeting 會議召開第八條

Article 9 Proposal Discussion 議案討論第九條

Article Speech of Shareholder 股東發言 10 第十條

、 Calculation of Voting Shares and Recusal 表決股數之計算迴避制度

Article Principle for Voting Right 表決權原則 13 第十三條

Article Checking and Counting Ballots 監票及計票 15 第十五條

、 Intermission and Resumption of A Meeting 休息續行集會

Article Preservation of Order at the Meeting Venue 會場秩序之維持 18 第十八條