Stock Code: 5284

JNP40

JPP Holding Co., Ltd.

JPP Holding Company Limited

The Handbook of Annual Shareholders Meeting 2025

(Translation)

MEETING TIME: June 18, 2025

(Held by physical meeting)

PLACE: 11th Fl., No. 350, Songjiang Rd., Zhongshan Dist.,

Taipei City 104, Taiwan R.O.C.

Table of Contents
I. Meeting Procedure	P4
II. Meeting Agenda
1. Management Presentation (Company Reports)	P6
2. Proposals and Discussion	P6
3. Questions and Motions	P9
III. Attachments
1. Business Report	P10
2. Audit Committee Review Report	P12
3. The Consolidated Financial Statements of 2025	P13
4. The Comparison Table for the articles of amendments on the Memorandum of Association	P23
5. The Comparison Table for the articles of Amendments on the Governing Procedure of Shareholders' Meeting	P25
IV. Appendices
1. Rules of Procedure for Shareholder Meetings	P27
2. Corporate Charter (Articles of Association)	P32
3. Current Shareholding of All Directors	P82

JPP Holding Company Limited

Procedure for the Annual Shareholders Meeting 2025

Call the Meeting to Order

Chairman Takes Chair

Chairman Remarks

Management Presentation (Company Reports)

Proposals and Discussion

Questions and Motions

Adjournment

JPP Holding Company Limited
Year 2025

Agenda of Annual Shareholders Meeting

(Translation)

Time: 09:00 a.m. Thursday, June 18, 2025

Place: 11th Fl., No. 350, Songjiang Rd., Zhongshan Dist., Taipei City 104, Taiwan R.O.C. (Importers and Exporters Association of Taipei)

Attendants: All shareholders or their proxy holders.

Chairman: Mr. Chung, Kuo-Sung / the Representative of Powell Group Co., Ltd.

1. Chairman's Address:

2. Report Items:

(1) 2025 Business Report
(2) Audit Committee's Review of the 2025 Annual final accounting books and statements
(3) Report on 2025 employees' and directors' remuneration
(4) Report on the amendment of "The Governing Procedure of Board of Directors' Meeting"

3. Proposals and Discussion

(1) Acknowledged of the 2025 annual final accounting books and Statements
(2) Acknowledged of the 2025 earnings distribution
(3) Approval of amendment on "The Article of Association" of the Company
(4) Approval of amendment on the "The Governing Procedure of Shareholders Meeting"

Questions and Motions
Adjournment

Report Items

1. 2025 Business Report

Explanatory Notes: Please refer to attachment I.

2. Audit Committee's Review of the 2025 Annual final accounting books and statements

Explanatory Notes: Please refer to attachment II.

3. Report on 2025 employees' and directors' remuneration

Explanatory Notes:

(1) The Board of Directors approved 2025 employees' compensation and directors' remuneration on March 11, 2025. The employees' compensation and directors' remuneration will be distributed by cash in August 2026.

(2) The amount of 2025 employees' compensation is NT$ 750,000 as well as amount directors' remuneration is NT$1,200,000.

4. Report on the dividend distribution 2025 of the Company

Explanatory Notes:

(1) According to Article 14.3 of the Company's Articles of Association, in addition to distributing dividends at the end of each fiscal year, the Company may also distribute interim dividends for the first half of the fiscal year. If the Board of Directors decides not to distribute interim dividends, the Board shall, after the first half of the fiscal year, confirm the decision not to distribute interim dividends by resolution. Please refer to attached table herewith for the details of dividends distributed in 2025.

(2) These proposals have been resolved by the Board Meetings, hence herewith note and present to the shareholders' meeting for awareness accordingly.

Dividend Period	Date approved by Board	Cash dividend per share	Cash Dividend Amount
2025 H1	August 21, 2025	0	-
2025 H2	March 13, 2026	5	264,463,415
Total			264,463,415

Proposals and Discussion

1. Proposed by the Board

Proposal:

Adoption of the 2025 annual final accounting books and statements

Explanatory Notes:

(1) JPP Company's 2025 Consolidated Financial Statements, including the balance sheet, income statement, statement of changes in shareholders' equity, and statement of cash flows, were audited by auditors Mr. Tza-Li

Gung and Mr. Chao-Yu Chen of Deloitte & Touche Firm. As well the Business Report and Consolidated Financial Statements approved by the Board and examined by the Audit Committees of JPP Company.

(2) The 2025 Business Report, independent auditors’ audit report and the above-mentioned Consolidated Financial Statements are attached hereto as the attachment III.

Resolution:

Proposed by the Board

Proposal:
Adoption of the 2025 Earnings Distribution
Explanatory Notes:

(1) The Board has adopted a Proposal for Distribution of 2025 Profits in accordance with the Company Act and Articles of Association. Please refer to the 2025 PROFIT DISTRIBUTION TABLE below.

(2) 2025 net profit after tax is NT$ 618,163,303 after setting aside the legal reserve of NT$ 59,797,222 and retained earnings of re-measurement defined benefit plans NT$ 20,191,090 adding the beginning retained earnings of NT$ 220,936,083 and then get the un-appropriated retained earnings are NT$ 759,111,074 thus the board proposed dividend to ordinary shareholders is NT$ 264,463,415 will be entitled to receive a cash dividend of NT$5.0 per share.

(3) Upon the approval of the Annual Meeting of Shareholders, it is proposed that the Board of Directors be authorized to resolve the ex-dividend date, ex-rights date, and other relevant issues.

(4) In the event that, before the distribution record date, the proposed profit distribution is affected by an amendment to relevant laws or regulations, a request by the competent authorities, or a buyback of shares or issuance of new shares for transferring treasury shares to employees or for equity conversion in connection with domestic or overseas convertible corporate bonds or other convertible securities or employee stock options, it is proposed that the Board of Directors be authorized to

adjust the cash and stock to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.

(5) Please refer to the Profit Distribution Table as follows:

JPP Holding Company Limited
PROFIT DISTRIBUTION TABLE
Year 2025
(Unit: NTD $)

Items	Total
Beginning retained earnings	220,936,083
Add: net profit after tax 2025	618,163,303
Add: retained earnings of re-measurement defined benefit plans	(20,191,090)
Less: 10% legal reserve	(59,797,222)
: special reserve	(-)
Distributable net profit	759,111,074
Distributable items:
Dividend to shareholders	(264,463,415)
Un-appropriated retained earnings	494,647,659
Notes:

Resolution:

3. Proposed by the Board

Proposal:
Amendment on the Company’s “Articles of Association”, please proceed to discuss in special resolution.

Explanation:
(1) In order to conform to the requirements of amendment on related attachment of the law “Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings”, the company hereby proposes to amend the Articles of Association. Please refer to attachment IV for details.

(2) The amendment to the company's articles of association has been discussed and approved by the 7th meeting of the 5th board of directors and is submitted to the shareholders' meeting for approval by special resolution.

Resolution:

Proposed by the Board

Proposal:
Amendment on “The Regulations Governing Procedure of Shareholders Meetings” of the Company.

Explanation:
(1) In order to conform to the requirements of amendment on related attachment of the law “Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings”, the company hereby proposes to amend the Regulations Governing Procedure of Shareholders Meetings. Please refer to attachment V for details.
(2) The amendment to the Regulations Governing Procedure of Shareholders Meeting has been discussed and approved by the 8th meeting of the 5th board of directors and is submitted to the shareholders' meeting for further approval accordingly.

Resolution:

Questions and Motions

Adjournment

Attachment I

Business Report

The 2025 Annual Operating Report and Business results

| Unit: Millions NT$
(Except EPS) | 2025 | | 2024 | | Variance (+/-) | |
| --- | --- | --- | --- | --- | --- | --- |
| | amount | Percentage to revenue | amount | Percentage to revenue | amount | Percentage |
| sales revenue | 3,371 | 100.00% | 2,388 | 100.00% | 1,343 | 56.24% |
| cost of sales | 2,321 | 61.19% | 1,571 | 65.79% | 750 | 47.74% |
| gross profit | 1,410 | 37.80% | 817 | 34.21% | 593 | 72.58% |
| Operation revenue | 788 | 21.13% | 180 | 7.54% | 608 | 337.77% |
| Net income before tax | 800 | 21.43% | 107 | 4.48% | 693 | 647.66% |
| Net income | 614 | 16.45% | 54 | 2.26% | 560 | 1,037.04% |
| Shares (Millions) | 52.89 | | 50.93 | | 1.93 | |
| Earnings per share (NT$) | 12.05 | | 1.02 | | 11.03 | |
| Unit: Millions NT$ | 2025 | 2024 | Variance (+/-) |
| --- | --- | --- | --- |
| Cash from operating activities | 255 | 282 | (27) |
| Total assets | 7,423 | 5,858 | 1,565 |
| Fixed assets (net amount) | 2,340 | 2,165 | 175 |
| Total liability | 3,709 | 3,202 | 507 |
| Shareholders' equity | 3,697 | 2,635 | 1,062 |
| Employee statistics | 1,818 | 1,532 | 286 |

Since its revenue stabilized at NT$200 million in July 2024, Jinpao has maintained its high growth momentum throughout 2025. In June 2025, revenue surpassed NT$300 million above, setting new records for both annual revenue and profit. Monthly records continued to be broken, reaching NT$400 million in February and March of the year. This indicates continued strong shipments of AI server power supply components, server chassis, and cabinets, demonstrating Jinpao's increasingly crucial role in the AI server supply chain. The company has successfully capitalized on the massive demand driven by cloud and data center deployment trends, showcasing strong and stable growth momentum, and is poised to achieve new successes this year.

In 2025, the sales revenue increased by NT$1,343 million compared with 2024, mainly due to the surge in demand for cloud cabinets and servers in the communications industry. Due to revenue growth, despite the expansion of the factory, increased machinery, a rise in

direct personnel and fixed labor but manufacturing costs were effectively amortized, resulting in a 3.58% increase in gross profit margin compared to the same period last year, reaching 37.79%. Administrative and marketing expenses increased compared to 2024 due to increased management costs from the acquisition of the fourth European subsidiary in July 2025, as well as the allocation of year-end bonuses and employee dividends this year, plus interim performance bonuses. Furthermore, non-operating income increased compared to 2024 due to the profit from the sale of land in the Eastern Corridor of Thailand in September 2025, excluding the valuation loss recognized on convertible bonds. Financial costs increased compared to 2024 due to continued investment, increased financing balances and interest rate adjustments. The net profit after tax increased by NT$560 million compared to 2024, with an annual growth rate of 1,037.04% and the basic earnings per share was NT$12.05.

The operating cash flow in 2025 was NT$255 million, decreased by NT$27 million compared to 2024. The company's net profit before tax for the current year increased compared to 2024 but accounts receivable and other payables decreased. The increase in total assets was mainly due to the increase in fixed assets, inventories and account receivables. In addition, due to the expansion of factory buildings and the increase of machines, the relevant establishment and management personnel gradually recovered related business activities, so the staffing of each department was adjusted, and the number of employees increased by 286 compared to 2024.

Chairperson: CHUNG, KUO-SUNG

General Manager: SOMSAK NORVONG

Finance Manager: CHEN, HSIN-YUAN

鄧昭松

陳信源

Attachment II

The Audit Committee Review Report

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2025 Business Report, Financial Statements, and proposal for allocation of earnings. The CPA firm of Deloitte & Touche was retained to audit JPP Holding Company Limited’s Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and earnings allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of JPP Holding Company Limited. According to relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.

JPP Holding Company Limited

Chairman of the Audit Committee: Mr. Chou-Wei Li

March 11, 2026

12 -

Attachment III

THE CONSOLIDATED FINANCIAL STATEMENTS OF 2025

Consolidated Financial Statements for the

Years Ended December 31, 2025 and 2024 and

Independent Auditors' Report

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders

JPP Holding Company Limited

Opinion

We have audited the accompanying consolidated financial statements of JPP Holding Company Limited (the "Company") 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 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 issued into effect 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.

The key audit matters of the Group’s consolidated financial statements for the year ended December 31, 2025 are stated as follows:

Occurrence of Revenue Recognition

The Group’s consolidated revenue for the year ended December 31, 2025, was NT$3,731,075 thousand, of which NT$2,109,032 thousand came from specific customers. Since the amount of operating revenue from specific customers is significant to the consolidated financial statements, we identified the recognition of revenue as a key audit matter.

The main audit procedures that we performed in response to the recognition of revenue were as follows:

We obtained an understanding of and tested the credit approval process, sales prices and payment collection terms of specific customers to ensure that they underwent appropriate approval. Additionally, we checked relevant supporting documentation, including information obtained from searches related to these customers.
We selected samples from sales transactions with specific customers and examined the relevant documents, such as sales receipts and delivery orders. Furthermore, we sent written confirmation requests and confirmed the occurrence of sales.

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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the 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.

14 -

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 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.

15 -

The engagement partners on the audits resulting in this independent auditors’ report are Tza-Li Gung and Chao-Yu Chen.

Deloitte & Touche
Taipei, Taiwan
Republic of China

March 11, 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.

16 -

JPP HOLDING COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025		2024
ASSETS	Amount	%	Amount	%
CURRENT ASSETS
Cash (Notes 4 and 6)	$ 642,561	9	$ 585,082	10
Financial assets at amortized cost - current (Notes 4, 9 and 33)	227,106	3	168,515	3
Trade receivables (Notes 4 and 10)	2,270,169	31	1,504,183	26
Trade receivables from related parties (Notes 4, 10 and 32)	3,093	-	1,375	-
Inventories (Notes 4 and 11)	940,493	13	576,851	10
Non-current assets held for sale (Notes 4 and 12)	-	-	189,920	3
Other current assets (Note 19)	115,835	1	87,593	1
Total current assets	4,199,257	57	3,113,519	53
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8)	12,397	-	8,904	-
Investments accounted for using the equity method (Notes 4 and 14)	24,845	-	22,718	-
Property, plant and equipment (Notes 4, 15, 32 and 33)	2,340,697	32	2,165,275	37
Right-of-use assets (Notes 4 and 16)	163,900	2	53,101	1
Other intangible assets (Notes 4 and 18)	106,292	1	117,765	2
Goodwill (Notes 4, 17 and 29)	78,429	1	73,367	1
Deferred tax assets (Notes 4 and 27)	34,374	1	40,508	1
Other non-current assets (Note 19)	462,840	6	263,309	5
Total non-current assets	3,223,774	43	2,744,947	47
TOTAL	$ 7,423,031	100	$ 5,858,466	100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 4, 20 and 33)	$ 1,066,235	14	$ 1,159,139	20
Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 21)	-	-	48,904	1
Notes payable	2,976	-	2,387	-
Trade payables	1,493,965	20	983,262	17
Trade payables to related parties (Note 32)	24,157	-	12,231	-
Other payables (Notes 22 and 32)	97,245	1	112,262	2
Current tax liabilities (Notes 4 and 27)	74,117	1	24,968	-
Lease liabilities - current (Notes 4 and 16)	21,977	-	9,139	-
Current portion of long-term borrowings and bonds payable (Notes 4, 20, 21 and 33)	181,988	3	458,845	8
Other current liabilities	252,086	4	64,147	1
Total current liabilities	3,214,746	43	2,875,284	49
NON-CURRENT LIABILITIES
Long-term borrowings (Notes 4, 20 and 33)	198,428	3	172,376	3
Deferred tax liabilities (Notes 4 and 27)	135,345	2	79,415	1
Lease liabilities - non-current (Notes 4 and 16)	64,003	1	25,886	1
Net defined benefit liabilities - non-current (Notes 4 and 23)	74,797	1	43,200	1
Guarantee deposits received (Note 4)	12,223	-	5,465	-
Other non-current liabilities	9,525	-	177	-
Total non-current liabilities	494,321	7	326,519	6
Total liabilities	3,709,067	50	3,201,803	55
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 24)
Share capital
Ordinary shares	528,927	7	509,289	9
Capital surplus	1,762,854	24	1,384,817	24
Retained earnings
Legal reserve	191,555	3	186,564	3
Special reserve	229,750	3	229,750	4
Unappropriated earnings	818,909	11	302,321	5
Total retained earnings	1,240,214	17	718,635	12
Other equity	165,407	2	22,269	-
Total equity attributable to owners of the Company	3,697,402	50	2,635,010	45
NON-CONTROLLING INTERESTS (Note 24)	16,562	-	21,653	-
Total equity	3,713,964	50	2,656,663	45
TOTAL	$ 7,423,031	100	$ 5,858,466	100

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

JPP HOLDING COMPANY 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)

	2025		2024
	Amount	%	Amount	%
OPERATING REVENUE (Notes 4 and 25)	$ 3,731,075	100	$ 2,388,013	100
OPERATING COSTS (Notes 11, 26 and 32)	2,320,575	62	1,570,817	66
GROSS PROFIT	1,410,500	38	817,196	34
OPERATING EXPENSES (Note 26)
Selling and marketing expenses	88,001	2	46,392	2
General and administrative expenses	519,233	14	342,647	15
Research and development expenses	29,046	1	27,403	1
Expected credit loss (reversed) recognized	(14,221)	-	220,748	9
Total operating expenses	622,059	17	637,190	27
PROFIT FROM OPERATIONS	788,441	21	180,006	7
NON-OPERATING INCOME AND EXPENSES
(Notes 4, 14, 26 and 32)
Other gains and losses	60,581	2	2,687	-
Finance costs	(63,674)	(2)	(55,534)	(2)
Share of loss of associates and joint ventures	(2,106)	-	(29,304)	(1)
Interest income	4,981	-	3,741	-
Other income	11,368	1	5,133	-
Total non-operating income and expenses	11,150	1	(73,277)	(3)
PROFIT BEFORE INCOME TAX	799,591	22	106,729	4
INCOME TAX EXPENSE (Notes 4 and 27)	185,728	5	53,099	2
NET PROFIT FOR THE YEAR	613,863	17	53,630	2
OTHER COMPREHENSIVE INCOME
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans	(22,541)	(1)	-	-
Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income	1,257	-	(12,716)	(1)
Exchange differences on translation to the presentation currency	134,029	4	132,677	6
Income tax relating to items that will not be reclassified subsequently to profit or loss	2,350	-	-	-

(Continued)

JPP HOLDING COMPANY 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)

	2025		2024
	Amount	%	Amount	%
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of the financial statements of foreign operations	$ 7,944	-	$ 6,513	1
Other comprehensive income for the year, net of income tax	123,039	3	126,474	6
TOTAL COMPREHENSIVE INCOME FOR THE YEAR	$ 736,902	20	$ 180,104	8
NET PROFIT (LOSS) ATTRIBUTABLE TO:
Owners of the Company	$ 618,163	16	$ 49,235	2
Non-controlling interests	(4,300)	-	4,395	-
	$ 613,863	16	$ 53,630	2
TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO:
Owners of the Company	$ 741,110	20	$ 174,372	8
Non-controlling interests	(4,208)	-	5,732	-
	$ 736,902	20	$ 180,104	8
EARNINGS PER SHARE (Note 28)
Basic	$ 12.05		$ 1.02
Diluted	$ 12.05		$ 1.02

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

(Concluded)

JPP HOLDING COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	Equity Attributable to Owners of the Company
	Ordinary Share Capital (Note 24)		Capital Surplus (Note 24)	Retained Earnings (Note 24)				Other Equity Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income			Other Equity	Total	Non-controlling Interests (Note 24)
	Shares (Thousand)	Amount		Legal Reserve	Special Reserve	Unappropriated Earnings	Total	Exchange Differences on Translation of the Financial Statements of Foreign Operations
BALANCE ON JANUARY 1, 2024	47,928	$ 479,289	$ 1,063,649	$ 146,079	$ 229,750	$ 532,535	$ 908,364	$ (111,371)	$ 9,183	$ (102,188)	$ 2,349,114	$ 17,105	$ 2,366,219
Appropriation of 2023 earnings
Legal reserve	-	-	-	40,485	-	(40,485)	-	-	-	-	-	-	-
Cash dividends distributed by the Company	-	-	-	-	-	(239,644)	(239,644)	-	-	-	(239,644)	-	(239,644)
	-	-	-	40,485	-	(280,129)	(239,644)	-	-	-	(239,644)	-	(239,644)
Share-based payments	-	-	12,168	-	-	-	-	-	-	-	12,168	-	12,168
Issuance of ordinary shares for cash	3,000	30,000	309,000	-	-	-	-	-	-	-	339,000	-	339,000
Net profit for the year ended December 31, 2024	-	-	-	-	-	49,235	49,235	-	-	-	49,235	4,395	53,630
Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax	-	-	-	-	-	-	-	137,853	(12,716)	125,137	125,137	1,337	126,474
Total comprehensive income (loss) for the year ended December 31, 2024	-	-	-	-	-	49,235	49,235	137,853	(12,716)	125,137	174,372	5,732	180,104
Non-controlling interests	-	-	-	-	-	-	-	-	-	-	-	(1,184)	(1,184)
Disposal of investments in equity instruments designated as at fair value through other comprehensive income	-	-	-	-	-	680	680	-	(680)	(680)	-	-	-
BALANCE ON DECEMBER 31, 2024	50,928	509,289	1,384,817	186,564	229,750	302,321	718,635	26,482	(4,213)	22,269	2,635,010	21,653	2,656,663
Appropriation of 2024 earnings
Legal reserve	-	-	-	4,991	-	(4,991)	-	-	-	-	-	-	-
Cash dividends distributed by the Company	-	-	-	-	-	(76,393)	(76,393)	-	-	-	(76,393)	-	(76,393)
	-	-	-	4,991	-	(81,384)	(76,393)	-	-	-	(76,393)	-	(76,393)
Conversion of convertible bonds	1,964	19,638	378,037	-	-	-	-	-	-	-	397,675	-	397,675
Net profit for the year ended December 31, 2025	-	-	-	-	-	618,163	618,163	-	-	-	618,163	(4,300)	613,863
Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax	-	-	-	-	-	(20,191)	(20,191)	141,881	1,257	143,138	122,947	92	123,039
Total comprehensive income (loss) for the year ended December 31, 2025	-	-	-	-	-	597,972	597,972	141,881	1,257	143,138	741,110	(4,208)	736,902
Non-controlling interests	-	-	-	-	-	-	-	-	-	-	-	(883)	(883)
BALANCE ON DECEMBER 31, 2025	52,892	$ 528,927	$ 1,762,854	$ 191,555	$ 229,750	$ 818,909	$ 1,240,214	$ 168,363	$ (2,956)	$ 165,407	$ 3,697,402	$ 16,562	$ 3,713,964

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

JPP HOLDING COMPANY LIMITED AND SUBSIDIARIES

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

	2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax	$ 799,591	$ 106,729
Adjustments for:
Depreciation expense	224,583	191,011
Amortization expense	18,495	18,185
Expected credit loss (reversed) recognized	(14,221)	220,748
Net loss on fair value change of financial assets and liabilities designated as at fair value through profit or loss	92,785	971
Finance costs	63,674	55,534
Interest income	(4,981)	(3,741)
Share-based payment	-	12,168
Share of loss of associates	2,106	29,304
Loss on disposal of property, plant and equipment	7,879	2,320
Loss on disposal of intangible assets	-	189
Gains on disposal of non-current assets held for sale	(197,048)	-
Allowance for inventory valuation and obsolescence (reversed) loss	(23,789)	884
Unrealized loss or (gain) on foreign currency exchange	26,324	(9,557)
Impairment loss recognized on goodwill	6,254	-
Changes in operating assets and liabilities
Trade receivables	(680,328)	(253,938)
Trade receivables from related parties	(1,580)	300
Inventories	(110,761)	(75,325)
Other current assets	(47,492)	(29,982)
Notes payable	467	(904)
Trade payables	347,129	321,974
Trade payables to related parties	10,863	(6,392)
Other payables	(2,935)	(217,247)
Other current liabilities	(24,214)	20,023
Net defined benefit liabilities	3,392	5,543
Cash generated from operations	496,193	388,797
Interest received	2,388	3,757
Interest paid	(51,997)	(55,372)
Income tax paid	(191,180)	(55,491)
Net cash generated from operating activities	255,404	281,691
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive income	(1,547)	(5,356)
Proceeds from sale of financial assets at fair value through other comprehensive income	-	12,002
Purchase of financial assets at amortized cost	(21,007)	-
Acquisition of long-term investments accounted for using the equity method	-	(4,782)
Net cash flow from acquisition of subsidiaries (Note 29)	(56,809)	-
		(Continued)

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JPP HOLDING COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025	2024
Proceeds from disposal of non-current assets held for sale	$ 383,870	$ -
Payments for property, plant and equipment	(436,836)	(710,140)
Proceeds from disposal of property, plant and equipment	1,784	3,854
Increase in refundable deposits	(488)	(22)
Decrease in refundable deposits	235	-
Purchase of other intangible assets	(4,316)	(7,939)
Increase in other non-current assets	-	(1,727)
Decrease in other non-current assets	18,278	-
Increase in prepayments of equipment	-	(131,741)
Net cash used in investing activities	(116,836)	(845,851)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings	1,776,281	2,078,040
Repayments of short-term borrowings	(2,018,755)	(1,591,952)
Proceeds from issuance of convertible bonds	-	296,500
Proceeds from long-term borrowings	95,280	-
Repayments of long-term borrowings	(206,466)	(202,795)
Increase in guarantee deposits received	6,533	-
Repayment of the principal portion of lease liabilities	(8,113)	(10,861)
Decrease in other non-current liabilities	(29,168)	-
Increase in other non-current liabilities	-	169
Dividends paid to owners of the Company	(76,393)	(239,644)
Proceeds from issuance of ordinary shares	-	339,000
Dividends paid to non-controlling interests	(883)	(1,184)
Net cash (used in) generated from financing activities	(461,684)	667,273
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES	380,595	276,619
NET INCREASE IN CASH	57,479	379,732
CASH AT THE BEGINNING OF THE YEAR	585,082	205,350
CASH AT THE END OF THE YEAR	$ 642,561	$ 585,082

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

Attachment IV

JPP Holding Company Limited

Comparison Table for the articles of Amendments on the Memorandum of Association

Proposal for the Amendment	Original Article	Reason for Amendments
Memorandum of Association of JPP Holding Company Limited
20.5 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, the Company shall announce to the public the notice of a general meeting, the proxy instrument, agendas and materials relating to the matters to be reported and discussed in the general meetings, including but not limited to, election or discharge of Directors, in accordance with Article 20.2 hereof, and shall transmit the same via the Market Observation Post System in accordance with Applicable Public Company Rules. If the voting power of a Member at a general meeting shall be exercised by way of a written ballot, the Company shall also send the written document for the Member to exercise his voting power together with the above mentioned materials in accordance with Article 20.2. The Directors shall prepare a meeting handbook of the relevant general meeting and supplemental materials, which will be made available to all Members and shall be transmitted to the Market Observation Post System no later than thirty (30) days before the annual general meeting or fifteen (15) days before an extraordinary general meeting.	20.5 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, the Company shall announce to the public the notice of a general meeting, the proxy instrument, agendas and materials relating to the matters to be reported and discussed in the general meetings, including but not limited to, election or discharge of Directors, in accordance with Article 20.2 hereof, and shall transmit the same via the Market Observation Post System in accordance with Applicable Public Company Rules. If the voting power of a Member at a general meeting shall be exercised by way of a written ballot, the Company shall also send the written document for the Member to exercise his voting power together with the above mentioned materials in accordance with Article 20.2. The Directors shall prepare a meeting handbook of the relevant general meeting and supplemental materials, which will be made available to all Members and shall be transmitted to the Market Observation Post System in accordance with the Applicable Public Company Rules. If the Company's total paid-in capital exceeds NT$2 billion at the most recent financial year end date, or if the shareholding of foreign and PRC	This Article was amended to reflect the need of the Company.

24 -

	investors reaches more than 30% of the total number of issued shares as recorded in the Register of Members as of the date of the general meeting held in the most recent financial year, the foregoing transmission of information and materials via or to the Market Observation Post System shall be completed at least thirty days for an annual general meeting.

Attachment V

JPP Holding Company Limited

Comparison Table of articles of Amendments on the Governing Procedure of Shareholders' Meeting

Proposed amendment	Original articles	Remarks
Article 2
(Items 1 through 3 omitted)
The Company shall, thirty days prior to the Annual General Meeting or fifteen days prior to the Extraordinary General Meeting, prepare and transmit electronic files of the following documents to the Public Information Observation Station: the notice of the shareholders' meeting, proxy forms, relevant approval motions, discussion motions, matters concerning the election or removal of directors and independent directors, explanatory materials, the shareholders' meeting procedural handbook, and supplementary meeting materials. The Company shall, fifteen days prior to the shareholders' meeting, prepare the shareholders' meeting procedural handbook and supplementary meeting materials for shareholders to access at any time and make them available to the Company and its appointed professional stock brokerage agencies.
(The following omitted)	Article 2
(Items 1 to 3 omitted)
The Company shall, 30 days prior to the Annual General Meeting or 15 days prior to the Extraordinary General Meeting, prepare electronic files of the notice of the shareholders' meeting, proxy forms, relevant approval documents, discussion items, and explanatory materials for all proposals, including the election or removal of directors and supervisors, and transmit them to the Public Information Observation Station. Furthermore, 21 days prior to the Annual General Meeting or 15 days prior to the Extraordinary General Meeting, the Company shall prepare electronic files of the shareholders' meeting proceedings and supplementary meeting materials and transmit them to the Public Information Observation Station. However, if the Company's paid-in capital as of the end of the most recent fiscal year exceeds NT$10 billion, or if the combined shareholding ratio of foreign and mainland Chinese investors recorded in the shareholder register at the most recent fiscal year's Annual General Meeting exceeds 30%, the Company shall complete the transmission of the aforementioned electronic files 30 days prior to the Annual General Meeting. 15 days prior to the shareholders' meeting, the Company shall prepare the shareholders' meeting proceedings and supplementary meeting materials for shareholders to access at any time and display them at the Company and its appointed professional stock brokerage agency.
(The following omitted)	In line with the amendment to Article 6, Paragraph 4 of the "Regulations Governing the Recording and Compliance of the Shareholders' Meeting Procedure Manual for Publicly Listed Companies", the scope of application of the requirement to disclose the procedure manual and related information 30 days before the shareholders' meeting has been expanded to all listed and over-the-counter companies.
Article 5.2
For a company to hold a video-based shareholders' meeting, the following conditions must be met:	Article 5.2
New terms	Considering that in the event of natural disasters, accidents, or other force majeure events as stipulated

26 -

| 1. The shareholders' meeting does not have a resolution to elect directors or independent directors.
2. The shareholders' meeting does not have a resolution to remove directors or independent directors.
3. The shareholders' meeting does not have any resolutions stipulated in Articles 185 and 316 of the Company Law, Articles 18, 27, 29, and 35 of the Enterprise Mergers and Acquisitions Act, or Article 24, Paragraph 2, Subparagraph 1, and Article 26, Paragraph 2, Subparagraph 1 of the Financial Holding Company Act.
4. For companies whose shares are not listed on a stock exchange or traded at a securities firm's business office, the company must have an authorized agency to handle its shareholding affairs.

For a company to hold a supplementary video-based shareholders' meeting, the following conditions must be met:
1. The shareholders' meeting does not have a resolution to elect directors or independent directors, or if there is a resolution to elect directors or independent directors, the number of candidates does not exceed the number of seats to be elected.
2. The shareholders' meeting does not have a resolution to remove directors or independent directors.
3. Companies whose shares are not listed on a stock exchange or traded at a securities firm shall be limited to those that have appointed an agency to handle their shareholding affairs.

Companies that, due to natural disasters, accidents, or other force majeure events, are permitted by the Ministry of Economic Affairs to hold shareholder meetings via video conference or video-assisted shareholder meetings for a certain period, shall not be subject to the restrictions of paragraphs 1, 2, and 4 of paragraph I and the preceding paragraph.		in the proviso of Article 172-2 of the Company Act (hereinafter referred to as "special circumstances"), if the company still needs to meet the restrictions set forth in Paragraphs 1 and 2 before it can hold a video shareholders' meeting or a video-assisted shareholders' meeting, there is a risk that the company may be unable to hold the shareholders' meeting on schedule, affecting the company's normal operation. In order to meet the company's need to hold a shareholders' meeting under special circumstances, with reference to Article 172-2 of the Company Act and Article 44-9 of these Guidelines, a third provision is added. In the event of special circumstances, if the Ministry of Economic Affairs announces for a certain period of time, the company may hold a meeting by means of a video shareholders' meeting or a video-assisted shareholders' meeting without specifying it in its articles of association, and shall not be subject to the restrictions of Paragraphs 1, 2, 4, and 2 of Paragraph 1. However, in accordance with Article 44-9, Paragraph 3 of these Guidelines, the company shall still need to obtain a resolution from the board of directors before it can hold a video shareholders' meeting.

Appendix I

JPP Holding Company Limited

Rules of Procedure for Shareholder Meetings

Shareholders' Meeting of the Company (the "Meeting") shall be conducted in accordance with these Rules and Procedures. Any matter not provided in these Rules and Procedures shall be handled in accordance with relevant laws and regulations.
Unless otherwise provided by laws and regulations, the general meeting of shareholders of the company shall be convened by the board of directors. The company shall hold a videoconference of the shareholders' meeting, unless otherwise stipulated in the stock affairs handling guidelines of companies offering shares to the public, it shall be specified in the articles of association, and it shall be resolved by half of the board of directors.

Changes in the method of convening the shareholders' meeting of the company shall be resolved by the board of directors, and shall be implemented no later than the dispatch of the notice of the shareholders' meeting.

Thirty days before the regular shareholders' meeting or fifteen days before the extraordinary shareholders' meeting, the company shall submit the notice of the shareholders' meeting, the paper of the power of attorney, the relevant proposals for recognition, discussion, election or dismissal of directors, supervisors, and other proposals. The case and explanatory materials are made into electronic files and sent to the Public Information Observation Station. However, the company's paid-in capital amounted to NT$10 billion or more at the end of the most recent fiscal year, or the company held a general meeting of shareholders in the most recent fiscal year, and the total shareholding ratio of foreign capital and mainland capital listed in the register of shareholders reached 30% or more, the transmission of the pre-opened electronic file shall be completed 30 days before the regular meeting of shareholders. Fifteen days before the shareholders' meeting, prepare the manual of the shareholders' meeting and supplementary materials for the meeting for shareholders to request at any time, and display them in the company and the professional stock affairs agency appointed by the company. On the day of the shareholders' meeting, the company shall provide shareholders with reference to the procedure manual and meeting supplementary materials mentioned in the preceding paragraph in the following manner:

a. When the physical shareholders' meeting is held, it shall be issued on the spot of the shareholders' meeting.

b. When convening a video-assisted shareholders' meeting, it shall be issued at the site of the shareholders' meeting and sent to the video conference platform as an electronic file.

c. When convening a video conference, the electronic file shall be sent to the video conference platform. The notification and announcement shall specify the reason for the convening; the notification may be done electronically if the counterparty agrees.

Shareholders attending the Meeting shall submit the attendance card for the purpose of signing in. The number of shares represented by shareholders attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders.

After the power of attorney is delivered to the company, if the shareholder wishes to attend the shareholders' meeting in person or exercise voting rights in writing or electronically, he or she shall notify the company in writing of the cancellation of the proxy two days before the shareholders' meeting; The voting rights exercised by the person present shall prevail.

After the power of attorney is delivered to the company, shareholders wishing to attend the shareholders' meeting by videoconference shall notify the company in writing of the cancellation of the proxy two days before the shareholders' meeting;

The place where the shareholders' meeting is held shall be the location of the company or a place that

is convenient for shareholders to attend and is suitable for holding the shareholders' meeting. The starting time of the meeting shall not be earlier than 9:00 am or later than 3:00 pm. The opinions of independent directors shall be fully considered.

When the company holds a video-conference shareholders meeting, it is not subject to the restriction on the venue of the preceding paragraph.

The Company shall specify in the notice of the meeting the time and place of registration of the accepting shareholders, solicitors, and authorized agents (hereinafter referred to as "shareholders"), and other matters to be noted.

The time for accepting shareholder registration in the preceding paragraph shall be handled at least 30 minutes before the meeting starts; the registration office shall be clearly marked, and adequate and competent personnel shall be assigned to handle it; the shareholders meeting video meeting shall be held 30 minutes before the meeting starts at the shareholders meeting. The meeting platform accepts registration, and shareholders who complete the registration are deemed to have attended the shareholders' meeting in person.

The Company may appoint designated counsel, CPA or other related persons to attend the Meeting. Persons handling affairs of the Meeting shall wear identification cards or badges.

When the government or legal person is the shareholder, the representative attending the shareholders meeting is not limited to one person. When a legal person is entrusted to attend a shareholders' meeting, it may only designate one representative to attend.

If the shareholders meeting is convened by videoconference, shareholders who wish to attend by videoconference shall register with the company two days before the shareholders meeting.

If the shareholders' meeting is held by video conference, the company shall upload the procedure manual, annual report and other relevant materials to the shareholders' meeting video conference platform at least 30 minutes before the start of the meeting, and continue to disclose them until the end of the meeting.

When the company holds a shareholders meeting via videoconference, the following items shall be specified in the shareholders meeting convening notice:

A. Shareholders' participation in video conferences and methods for exercising their rights.

B. How to deal with obstacles caused by natural disasters, accidents, or other force majeure events, including at least the following items:

(1) The time at which the meeting must be postponed or continued due to the occurrence of previous obstacles that cannot be eliminated, and the date when the meeting must be postponed or continued.

(2) Shareholders who have not registered to participate in the original shareholders' meeting via video conference shall not participate in the postponed or continued meeting.

(3) To convene a video-assisted shareholders' meeting, if the video conference cannot be continued, after deducting the number of shares attending the shareholders' meeting via video conference, the total number of shares attended reaches the statutory quota for the shareholders' meeting, the shareholders' meeting should continue and participate in the video conference. Shareholders, whose number of shares attended shall be included in the total number of shareholders' shares present, shall be deemed to have abstained from voting on all proposals at the shareholders' meeting.

(4) How to deal with the situation where all the motions have been announced and no provisional motions have been made.

C. To convene a video-conference shareholders meeting which shall specify appropriate alternative measures for shareholders who have difficulty participating in video-conferencing. Except for the circumstances stipulated in Item 6 of Article 40-9 of the Standards for the Handling of Share Affairs of Public Offering Companies, shareholders shall at least be provided with connection equipment and necessary assistance, and shall specify the period during which shareholders may apply to the company and other relevant matters that should be paid attention to.

28 -

The process of the Meeting shall be tape recorded or videotaped and these tapes shall be preserved for at least one year. However, if a shareholder files a lawsuit in accordance with Article 189 of the Company Law, it shall be preserved until the lawsuit is concluded.

If the shareholders' meeting is held by video conference, the company shall keep records of shareholders' registration, registration, registration, questioning, voting, and company vote counting results, etc., and record and video the entire process of the video conference continuously.

The company shall properly keep the materials and audio and video recordings in the preceding paragraph during the period of existence, and provide the audio and video recordings to the person entrusted to handle the video conferencing affairs for storage.

If the shareholders' meeting is held by video conference, the company should make audio and video recordings of the background operation interface of the video conference platform.

The Chairman of the Board of Directors shall be the chairman presiding at the Meeting in the case that the Meeting is convened by the Board of Directors. If, for any reason, the Chairman of the Board of Directors cannot preside at the Meeting, the Vice Chairman of the Board of Directors or one of the Directors shall preside at the Meeting in accordance with Article 208 of the Company Law of the Republic of China.

If the Meeting is convened by any other person entitled to convene the Meeting, such person shall be the chairman to preside at the Meeting.

Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate.

If there are still not enough shareholders representing more than one-third of the total issued shares to attend after the second postponement, the chairman will announce that the meeting will be adjourned. If the shareholders' meeting is convened by video conference, the company shall also announce the streamed meeting on the video conference platform of the shareholders meeting.

If the preceding paragraph is postponed twice and the amount is still insufficient and there are shareholders representing more than one-third of the total issued shares present, a false resolution may be made in accordance with Article 175, Paragraph 1 of the Company Law, and the false resolution shall be notified to all parties. Shareholders shall convene a shareholders' meeting again within one month; if the shareholders' meeting is convened by videoconference, shareholders who wish to attend by videoconference shall re-register with the company in accordance with Article 6.

Before the end of the current meeting, if the number of shares represented by the attending shareholders reaches more than half of the total number of issued shares, the chairman may resubmit the false resolution made to the shareholders' meeting for voting in accordance with Article 174 of the Company Law.

The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda.

The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the Board of Directors, entitled to convene such Meeting. Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the Meeting before all the discussion items (including special motions) listed in the agenda are resolved.

The shareholders cannot designate any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned. However, in the event that the Chairman adjourns the Meeting in violation of these Rules and Procedures, the shareholders may designate, by a majority

29 -

of votes represented by shareholders attending the Meeting, one person as chairman to continue the Meeting.

Shareholders attending the Meeting shall have the obligation to observe Meeting rules, obey resolutions and maintain order at Meeting place.
Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one representative to attend the Meeting.
When a shareholder present at the Meeting wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder's number (or the number of Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman. Unless otherwise permitted by the chairman, each shareholder shall not, for each discussion item, speak more than two times (each time not exceeding 5 minutes). In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder.

If any shareholder present at the Meeting submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of actual speech shall prevail.

Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders; otherwise the chairman shall stop such interruption.

If a corporate shareholder designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item. After the speech of a shareholder, the chairman may respond himself/herself or appoint an appropriate person to respond.

The chairman may announce to end the discussion of any resolution and go into voting if the Chairman deems it appropriate.
The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the chairman. The person(s) checking the ballots shall be a shareholder(s). The result of voting shall be announced at the Meeting and placed on record.
Except otherwise specified in the Company Law of the Republic of China or the Articles of Association of the Company, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the Meeting. The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chairman.
During the Meeting, the chairman may, at his discretion, set time for intermission. In case of incident of force majeure, the chairman may decide to temporarily suspend the Meeting and announce, depending on the situation, when the Meeting will resume or, by resolution of the shareholders present at the Meeting, the chairman may resume the Meeting within five days without further notice or public announcement.
If there is amendment to or substitute for a discussion item, the chairman shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any one of them has been adopted, the others shall be deemed vetoed and no further voting is necessary.
The chairman may conduct the disciplinary officers or the security guard to assist in keeping order of the Meeting place. Such disciplinary officers or security guards shall wear badges marked
30 -

"Disciplinary Officers" for identification purpose.

The resolutions of the shareholders' meeting shall be made into a deliberation, signed or sealed by the chairman, and the minutes shall be distributed to the shareholders within 20 days after the meeting.
The production and distribution of the proceedings can be made electronically. For the distribution of the proceedings in the preceding paragraph, the Company was able to enter announcement method of the Market observation Post System "MOPS". The proceedings shall be recorded in accordance with the year, month, day, place, chairman's name, resolution method, method of the proceedings and the results of the meeting, and shall be kept forever during the company's existence.
The number of shares acquired by the solicitor and the number of shares represented by the entrusted proxy shall be clearly disclosed in the shareholders' meeting at the date of the shareholders meeting.
The resolutions of the shareholders' meeting shall be transmitted information to the Market observation Post System "MOPS" within the specified time if there is any material information required by the laws and regulations and the Taiwan Stock Exchange Market of the Republic of China.
These Rules and Procedures shall be effective from the date it is approved by the Shareholders' Meeting. The same applies in case of revision.
31 -

Appendix II

THE COMPANIES ACT (REVISED)

COMPANY LIMITED BY SHARES

ELEVENTH AMENDED AND RESTATED MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

JPP HOLDING COMPANY LIMITED

(Adopted by a Special Resolution passed on June 18, 2025)

32 -

THE COMPANIES ACT (REVISED)
Company Limited by Shares
ELEVENTH AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
JPP HOLDING COMPANY LIMITED

(Adopted by a Special Resolution passed on June 18, 2025)

The name of the Company is JPP Holding Company Limited.
The Registered Office of the Company shall be at the offices of Vistra (Cayman) Limited, P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205 Cayman Islands or at such other place as the Directors may from time to time decide.
The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by the Companies Act (Revised).
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 the Companies Act (Revised).
Nothing in the preceding sections shall be deemed to permit the Company to carry on the business of a Bank or Trust Company without being licensed in that behalf under the provisions of the Banks & Trust Companies Act (as amended), or to carry on Insurance Business from within the Cayman Islands or the business of an Insurance Manager, Agent, Sub-agent or Broker without being licensed in that behalf under the provisions of the Insurance Act (as amended), or to carry on the business of Company Management without being licensed in that behalf under the provisions of the Companies Management Act (as amended).
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.
The liability of each Member is limited to the amount from time to time unpaid on such Member's shares.
The authorised share capital of the Company is New Taiwan Dollars 1,000,000,000 divided into 100,000,000 ordinary shares of a par value of New Taiwan Dollars 10.00 each provided always that subject to the provisions of the Companies Act (Revised) 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 or special privilege 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.
If the Company is registered as exempted, its operations will be carried on subject to the provisions of Section 174 of the Companies Act (Revised).
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ELEVENTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF

JPP Holding Company Limited
(Adopted by a Special Resolution passed on June 18, 2025)

TABLE OF CONTENTS

Table A

INTERPRETATION

Definitions

Power to Issue Shares
Redemption and Purchase of Shares
Rights Attaching to Shares
Share Certificates
Preferred Shares

REGISTRATION OF SHARES

Register of Members
Registered Holder Absolute Owner
Transfer of Registered Shares
Transmission of Registered Shares

ORDINARY RESOLUTION, SPECIAL RESOLUTION AND SUPERMAJORITY RESOLUTION

Alteration of Capital
Special Resolution and Supermajority Resolution
Variation of Rights Attaching to Shares

DIVIDENDS AND CAPITALISATION

Dividends
Capital Reserve and Power to Set Aside Profits
Method of Payment
Capitalisation

MEETINGS OF MEMBERS

Annual General Meetings
Notice
Giving Notice
Postponement of General Meeting
Quorum and Proceedings at General Meetings
Chairman to Preside
Voting on Resolutions
Proxies
Proxy Solicitation
Dissenting Member's Appraisal Right
Shares that May Not be Voted
Voting by Joint Holders of Shares
Representation of Corporate Member
Adjournment of General Meeting
Directors Attendance at General Meetings

DIRECTORS AND OFFICERS

Number and Term of Office of Directors
Election of Directors
Removal of Directors
Vacation of Office of Director
Compensation of Directors
Defect in Election of Director
Directors to Manage Business
Powers of the Board of Directors
Register of Directors and Officers
Officers
Appointment of Officers
Duties of Officers
Compensation of Officers
Conflict of Interest
Indemnification and Exculpation of Directors and Officers

MEETINGS OF THE BOARD OF DIRECTORS

Board Meetings
Notice of Board Meetings
Participation in Meetings by Video Conference
Quorum at Board Meetings
Board to Continue in the Event of Vacancy
Chairman to Preside
Validity of Prior Acts of the Board

CORPORATE RECORDS

Minutes
Register of Mortgages and Charges
Form and Use of Seal

TENDER OFFER AND ACCOUNTS

Tender Offer
Books of Account
Financial Year End

AUDIT COMMITTEE

Number of Committee Members
Power of Audit Committee

VOLUNTARY DISSOLUTION AND WINDING-UP

Voluntary Dissolution and Winding-Up

CHANGES TO CONSTITUTION

Changes to Articles

LITIGIOUS AND NON-Litigious AGENT

Appointment of Litigious and Non-Litigious Agent

OTHERS

ROC Securities Laws and Regulations
Delisting Resulted from Certain Events
Special Responsibilities
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THE COMPANIES ACT (REVISED)
COMPANY LIMITED BY SHARES
TENTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION
OF
JPP Holding Company Limited
(Adopted by a Special Resolution passed on June 20, 2023)

Table A

The regulations in Table A in the First Schedule to the Law (as defined below) do not apply to the Company.

INTERPRETATION

Definitions

1.1 In these Amended and Restated Articles, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:

Applicable Law
the Applicable Public Company Rules, the Law or such other rules or legislation applicable to the Company;

Applicable Public Company Rules
the ROC laws, rules and regulations (including, without limitation, the Company Law of the ROC, the Securities and Exchange Law of the ROC, the rules and regulations promulgated by the FSC, the rules and regulations promulgated by the TPEx and the rules and regulations promulgated by the TSE, as amended from time to time) affecting public reporting companies or companies listed on any ROC stock exchange or securities market that from time to time are required by the relevant regulator as applicable to the Company;

Articles
the Articles of Association as altered from time to time;

Audit Committee
the audit committee of the Board, which shall comprise solely of all the Independent Directors of the Company;

Board
the board of directors appointed or elected pursuant to the Articles and acting at a meeting of directors at which there is a quorum in accordance with the Articles;

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Capital Reserve
for the purpose of the Articles only, comprises of the premium paid on the issuance of any share and income from endowments received by the Company under the Law;

Chairman
the Director elected amongst all the Directors as the chairman of the Board;

Company
JPP Holding Company Limited;

Compensation Committee
a committee of the Board, which shall be comprised of professional individuals and having the functions, in each case, prescribed by the Applicable Public Company Rules;

Cumulative Voting
the voting mechanism for an election of Directors as described in Article 35.2 hereof;

Directors
the directors for the time being of the Company and shall include any and all Independent Director(s);

Dissenting Member
has the meaning given thereto in Article 28.2;

Electronic Record
has the same meaning as in the Electronic Transactions Law;

Electronic Transactions Law
the Electronic Transactions Act (Revised) of the Cayman Islands;

ESM
the emerging stock market of the ROC;

Family Relationship within Second Degree of Kinship
in respect of a person, means another 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 shall include the parents, siblings, grandparents, children and grandchildren of the first person as well as the parents, siblings and grandparents of the first person's spouse;

FSC
the Financial Supervisory Commission of the ROC;

Independent Directors
the Directors who are elected as "Independent Directors" in accordance with the Applicable Public Company Rules or the Articles;

Law
The Companies Act (Revised) of the Cayman Islands and every modification, reenactment or revision thereof for the time being in force;

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Litigious and Non-Litigious Agent
a person appointed by the Company pursuant to the Applicable Law as the Company’s process agent for purposes of service of documents in the relevant jurisdiction and the Company's responsible person in the ROC under the Securities and Exchange Law of the ROC;

Market Observation Post System
the public company reporting system maintained by the TSE;

Member
the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;

Memorandum
the memorandum of association of the Company;

Merger
means :
(a) a "merger" or "consolidation" as defined under the Law ; or
(b) other forms of mergers and acquisitions which fall within the definition of "merger and/or consolidation" under the Applicable Public Company Rules;

month
calendar month;

Notice
written notice as further provided in the Articles unless otherwise specifically stated;

Officer
any person appointed by the Board to hold an office in the Company;

Ordinary Resolution
a resolution passed at a general meeting (or, if so specified, a meeting of Members holding a class of shares) of the Company by not less than a simple majority of the votes cast;

Preferred Shares
has the meaning given thereto in Article 6;

Private Placement
means, for so long as the shares are traded on the ESM or listed on the TPEx or the TSE, the private placement by the Company of shares or other securities of the Company as permitted by the Applicable Public Company Rules;

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Register of Members
the register of members of the Company maintained in accordance with the Law and (as long as the shares of the Company are traded on the ESM or listed on the TPEx or the TSE) the Applicable Public Company Rules;

Registered Office
the registered office for the time being of the Company;
has the meaning as set out in No. 24 of the International Accounting Standard.

Related Parties

Restricted Shares
has the meaning given thereto in Article 2.5;

ROC
Taiwan, the Republic of China;

Seal
the common seal or any official or duplicate seal of the Company;

Secretary
the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary;

share(s)
share(s) of par value New Taiwan Dollars 10.00 each in the Company;

Share Swap
a 100% share swap as defined in the ROC Business Mergers and Acquisitions Act whereby a company (the "Acquiring Company") acquires all the issued and outstanding shares of another company with the consideration being the shares of the Acquiring Company, cash or other assets;

Special Resolution
Subject to the Law, means a resolution passed at a general meeting of the Company by a majority of at least two-thirds of the votes cast by such Members who, being entitled to do so, vote in person or by their proxies, or, in the case of Members that are corporations or other non-natural person, by their duly authorised representatives by computing the number of votes to which each Member is entitled;

Spin-off
a spin-off as defined in the ROC Business Mergers and

Acquisitions Act whereby a company transfers a part or all of its business that may be operated independently to an existing company or newly incorporated company (the "Acquirer") with the consideration being the shares of the Acquirer, cash or other assets;

Subsidiary
with respect to any company, (1) the entity, more than one half of whose total number of the issued voting shares or the total amount of the share capital are directly or indirectly held by such company; or (2) the entity that such company has a direct or indirect control over its personnel, financial or business operation; ;

Supermajority Resolution
a resolution passed by a majority vote of the Members present at a general meeting attended by Members who represent two-thirds or more of the total issued shares or, if the total number of shares represented by the Members present at the general meeting is less than two-thirds of the total issued shares, but more than one half of the total issued shares, means instead, a resolution passed by two-thirds or more of votes cast by the Members present at such general meeting;

Treasury Shares
means shares of the Company held in treasury pursuant to the Law and the Articles;

TDCC
the Taiwan Depository & Clearing Corporation;

TPEx
the Taipei Exchange;

TSE
the Taiwan Stock Exchange Corporation; and

year
calendar year.

1.2 In the Articles, where not inconsistent with the context:

(a) words denoting the plural number include the singular number and vice versa;
(b) words denoting the masculine gender include the feminine and neuter genders;
(c) words importing persons include companies, associations or bodies of persons whether corporate or not;
(d) the words:-

(i) "may" shall be construed as permissive; and

(ii) "shall" shall be construed as imperative;

(e) "written" and "in writing" include all modes of representing or reproducing words in visible form, including the form of an Electronic Record;

(f) a reference to statutory provision shall be deemed to include any amendment or re-enactment thereof;

(g) unless otherwise provided herein, words or expressions defined in the Law shall bear the same meaning in the Articles; and

(h) Section 8 of the Electronic Transactions Law shall not apply to the extent that it imposes obligations or requirements in addition to those set out in the Articles.

1.3 Headings used in the Articles are for convenience only and are not to be used or relied upon in the construction thereof.

2. Power to Issue Shares

2.1 Subject to the Applicable Law, Articles and any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares of the Company on such terms and conditions as it may determine and any shares or class of shares (including the issue or grant of options, warrants and other rights, renounceable or otherwise in respect of shares) may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise as the Company may by resolution of the Members prescribe, provided that no share shall be issued at a discount except in accordance with the Law and the Applicable Public Company Rules.

2.2 Unless otherwise provided in the Articles, the issue of new shares of the Company shall be approved by a majority of the Directors at a meeting attended by two-thirds 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 authorized capital of the Company.

2.3 After the application for trading of the shares on the ESM has been approved by the TPEx or the TSE, where the Company increases its issued share capital by issuing new shares for cash consideration in the ROC, the Company shall allocate 10% of the total amount of the new shares to be issued, for offering in the ROC to the public ("Public Offering Portion") unless it is not necessary or appropriate, as determined by the FSC or the TPEx or the TSE for the Company to conduct the aforementioned public offering or otherwise provided by Applicable Law. However, if a percentage higher than the aforementioned 10% is resolved by the Members in a general meeting by Ordinary Resolution to be offered, the percentage determined by such resolution shall prevail and shares corresponding to such percentage shall be reserved as Public Offering Portion. The Company may also reserve 10% to 15% of such new shares for subscription by the employees of the

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Company and its Subsidiaries (the "Employee Subscription Portion"). The Company may prohibit such employees from transferring the shares so subscribed within a certain period; provided, however, that such a period cannot be more than two years.

2.4 Unless otherwise resolved by the Members in general meeting by Ordinary Resolution, where the Company increases its issued share capital by issuing new shares for cash consideration pursuant to Article 2.3 hereof, after allocation of the Public Offering Portion, including, for the avoidance of doubt, any percentage in excess of 10% of the total amount of the new shares to be issued for offering in the ROC to the public as resolved by the Members in general meeting be offered pursuant to Article 2.3, and the Employee Subscription Portion pursuant to Article 2.3 hereof, the Company shall make a public announcement and notify each Member that he is entitled to exercise a pre-emptive right to purchase his pro rata portion of the remaining new shares, to be issued in the capital increase for cash consideration. The Company shall state in such announcement and notices to the Members the procedures for exercising such pre-emptive rights. Where an exercise of the pre-emptive right may result in fractional entitlement of a Member, the entitlements (including fractional entitlements) of two or more Members may be combined to jointly subscribe for one or more whole new shares in the name of a single Member, subject to compliance with such directions and terms and conditions as determined by the Board and the Applicable Public Company Rules. If the total number of the new shares to be issued has not been fully subscribed for by the Members within the prescribed period, the Company may consolidate such shares into the public offering tranche or offer any un-subscribed new shares to a specific person or persons in such manner as is consistent with the Applicable Public Company Rules.

If any person who has subscribed the new shares (by exercising the aforesaid pre-emptive right of Members or subscribing the Public Offering Portion or the Employee Subscription Portion) fails to pay when due any amount of the subscription price in relation to such newly-issued shares within the payment period as determined by the Company, the Company shall fix a period of no less than one month and call for payment of the subscription price or the Company may declare a forfeiture of such subscription. No forfeiture of such subscription shall be declared as against any such person unless the amount due thereon shall remain unpaid for such period after such demand has been made. [Notwithstanding the provisions of the preceding sentence, forfeiture of the subscription may be declared without the demand process if the payment period for subscription price set by the Company is one month or longer.] Upon forfeiture of the subscription, the shares remaining unsubscribed to shall be offered for subscription in such manner as is consistent with the Applicable Public Company Rules.

2.5 Subject to the Applicable Law, the Company may issue new shares with restricted rights ("Restricted Shares") to employees of the Company and its Subsidiaries with the sanction of a Supermajority Resolution provided that Article 2.3 hereof shall not apply in respect of the issue of such shares. For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, the terms of issue of Restricted Shares, including but not limited to the number of Restricted Shares so issued, issue price of Restricted Shares and other related matters shall be in accordance with the rules promulgated by the competent authority of securities of the ROC.

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2.6 The pre-emptive right of employees under Article 2.3 and the pre-emptive right of Members under Article 2.4 shall not apply in the event that new shares are issued due to the following reasons or for the following purposes: in connection with a Merger, spin-off, or pursuant to any reorganization of the Company;

in connection with a Merger, Share Swap, Spin-off, or pursuant to any reorganization of the Company;
in connection with meeting the Company's obligations under share subscription warrants and/or options, including those rendered in Articles 2.8 and 2.11 hereof;
in connection with the issue of Restricted Shares in accordance with Article 2.5 hereof;
in connection with meeting the Company’s obligations under convertible bonds or corporate bonds vested with rights to acquire shares;
in connection with meeting the Company’s obligations under Preferred Shares vested with rights to acquire shares;
in connection with the issue of shares in accordance with Article 14.7; or
in connection with Private Placement of the securities issued by the Company.

2.7 The Company shall not issue any unpaid shares or partly paid shares.

2.8 Notwithstanding Article 2.5 hereof, the Company may, upon approval by a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors, adopt one or more employee incentive programmes and may issue shares or options, warrants or other similar instruments, to employees of the Company and its Subsidiaries.

2.9 Options, warrants or other similar instruments issued in accordance with Article 2.8 above are not transferable save by inheritance.

2.10 Directors of the Company and its Subsidiaries shall not be eligible for Restricted Shares pursuant to Article 2.5 hereof or the incentive programmes pursuant to Article 2.8 hereof, provided that directors who are also employees of the Company or its Subsidiaries may subscribe for Restricted Shares or participate in an incentive programme in their capacity as an employee and not as a director of the Company or its Subsidiaries.

2.11 The Company may enter into agreements with employees of the Company and/or the employees of its Subsidiaries in relation to the incentive programme approved pursuant to Article 2.8 above, whereby employees may subscribe for, within a specific period, a specific number of the shares. The terms and conditions of such agreements shall be no less restrictive on the relevant employee than the terms specified in the applicable incentive programme.

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Redemption and Purchase of Shares

3.1 Subject to the Law, the Company is authorised to issue shares which are to be redeemed or are liable to be redeemed at the option of the Company or a Member.

3.2 The Company is authorised to make payments in respect of the redemption of its shares out of capital or out of any other account or fund authorised for this purpose in accordance with the Law.

3.3 The redemption price of a redeemable share, or the method of calculation thereof, shall be fixed by the Board at or before the time of issue.

3.4 Every share certificate relating to redeemable share shall indicate that the share is redeemable.

3.5 Subject to the Applicable Law and the Articles, the Company may, upon approval by a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors, purchase its own shares (including any redeemable shares) on such terms and in such manner as the Directors may determine and hold them as Treasury Shares in accordance with the Applicable Law PROVIDED THAT if any purchase of the Company’s own shares involves any immediate cancellation of shares of the Company, such repurchase of shares is subject to approval by the Members by way of an Ordinary Resolution and the number of shares of the Company to be cancelled shall be allocated among all the Members as of the date of such cancellation on a pro rata basis (as rounded up or down to the nearest whole number as determined by the Directors) based on the then prevailing percentage of shareholding of the Members, unless otherwise provided for in the Law or the Applicable Public Company Rules.

Upon approval by Members by way of an Ordinary Resolution to repurchase and cancel shares of the Company, the repurchase price may be paid in any manner authorized by the Law, including in cash or in kind, provided that where any repurchase price is to be paid in kind, the monetary equivalent value of such payment in kind shall be (a) assessed by an ROC certified public accountant before being submitted by the Board to the Members for approval as part of the Ordinary Resolution authorizing the repurchase and cancellation of shares of the Company; and (b) agreed to individually by each Member who will be receiving the repurchase price in kind. Without prejudice to this Article 3.5, in the case of a repurchase of shares by the Company for purposes of changing the currency denomination of share capital of the Company, consent of the holders of the shares subject to such repurchase shall not be required.

3.6 In the event that the Company proposes to purchase any share traded on the ESM or listed on the TPEx or the TSE pursuant to the preceding Article, the resolution of the Board approving such proposal and the implementation thereof should be reported to the Members in the next general meeting in accordance with the Applicable Public Company Rules. Such reporting obligation shall also apply even if the Company does not implement the proposal to purchase its shares traded on the ESM or listed on the TPEx or the TSE for any reason.

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3.7 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, the Company is authorized to purchase any share traded on the ESM or listed on the TPEx or the TSE in accordance with the following manner of purchase:

(a) the total price of the shares purchased by the Company shall not exceed the sum of retained earnings minus earnings distribution resolved by the Board or the general meeting, plus the following realized capital reserve:

(i) the premium received from the disposal of assets that has not been booked as retained earnings;

(ii) the premium paid on the issuance of any share and income from endowments received by the Company provided however that income from the shares shall not be included before such shares have been transferred to others;

(b) the maximum number of shares purchased by the Company shall not exceed ten percent of the total number of issued and outstanding shares of the Company; and

(c) the purchase shall be at such time, at such price and on such other terms as determined and agreed by the Board in its sole discretion provided however that:

(a) such purchase transactions shall be in accordance with the laws and regulations of the ROC relating to securities transactions and Applicable Public Company Rules; and

(b) such purchase transactions shall be in accordance with the Law.

3.8 Subject to Article 3.5 and the Applicable Public Company Rules, the redemption or repurchase price may be paid in any manner permissible under the Law as determined by the Board.

3.9 A delay in payment of the redemption price shall not affect the redemption but, in the case of a delay of more than thirty 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 banks holding "A" licenses (as defined in the Banks and Trust Companies Act (Revised) of the Cayman Islands) in the Cayman Islands for thirty day deposits in the same currency.

3.10 The Directors may exercise as they think fit the powers conferred on the Company by Section 37(5) of the Law (payment out of capital) but only if and to the extent that the redemption could not otherwise be made (or not without making a fresh issue of shares for this purpose).

3.11 Subject as aforesaid, the Directors may determine, as they think fit all questions that may arise concerning the manner in which the redemption of the shares shall or may be effected.

3.12 No share may be redeemed unless it is fully paid.

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3.13 The Board may designate as Treasury Shares any of its shares that it purchases or redeems, or any shares surrendered to it, in accordance with the Applicable Law.

3.14 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 of the Company) may be made to the Company in respect of a Treasury Share.

3.15 The Company shall be entered in the Register of Members as the holder of the Treasury Shares provided that:

(d) 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;

(e) 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 the Articles or the Law.

3.16 After the Company purchases the shares traded on the ESM or listed on the TPEx or the TSE, any proposal to transfer the Treasury Shares to the employees of the Company and its Subsidiaries at a price below the average actual repurchase price must be approved by Special Resolution in the next general meeting and the items required by the Applicable Public Company Rules shall be specified in the notice of the general meeting and may not be proposed as an extemporary motion. The aggregate number of Treasury Shares resolved at all general meetings and transferred to the employees of the Company and its Subsidiaries shall not exceed 5% of the total issued shares, and each employee may not subscribe for more than 0.5% of the total issued shares in aggregate. The Company may prohibit such employees from transferring such Treasury Shares within a certain period; provided, however, that such a period cannot be more than two years.

3.17 Subject to Article 3.16 and the Applicable Public Company Rules, Treasury Shares may be disposed of by the Company on such terms and conditions in accordance with the Applicable Law as determined by the Directors.

Rights Attaching to Shares

Subject to Article 2.1, the Memorandum and the Articles, other contractual obligations or restrictions that the Company is bound by and any resolution of the Members to the contrary and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares, the share capital of the Company shall be divided into shares of a single class the holders of which shall, subject to the provisions of the Articles:

(a) be entitled to one vote per share;

(b) be entitled to such dividends as recommended by the Board and approved by the Members at general meeting;

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purpose of a reorganization or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and

(d) generally be entitled to enjoy all of the rights attaching to shares.

5. Share Certificates

5.1 The Company may issue shares in uncertificated/scripless form or issue share certificates. Where share certificates are issued, every Member shall be entitled to a certificate issued under the Seal (or a facsimile thereof), which shall be affixed or imprinted with the authority of the Board, specifying the number and, where appropriate, the class of shares held by such Member. The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means. For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, shares of the Company shall be issued in uncertificated/scripless form unless the issuance of share certificates is required by the provisions of the Applicable Public Company Rules.

5.2 If any share certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid, or destroyed the Board may cause a new certificate to be issued and request an indemnity for the lost certificate if it sees fit.

5.3 Share may not be issued in bearer form.

5.4 When the Company shall issue share certificates pursuant to Article 5.1 hereof, the Company shall deliver the share certificates to the subscribers within thirty (30) days from the date such share certificates may be issued pursuant to the Law, the Memorandum, the Articles, and the Applicable Public Company Rules, and shall make a public announcement prior to the delivery of such share certificates pursuant to the Applicable Public Company Rules.

5.5 Where the Company shall issue the shares in uncertificated/scripless form, the Company shall upon the issue of such shares cause the name of the subscriber and other particulars to be entered onto the Register of Members in accordance with the Law and the Applicable Public Company Rules.

5.6 The Company shall not convert its shares into shares without par value.

6. Preferred Shares

6.1 The Company may by Special Resolution designate one or more classes of shares with preferred or other special rights as the Company, by Special Resolution, may determine (shares with such preferred or other special rights, the "Preferred Shares"), and cause to be set forth in the Articles.

6.2 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, the rights and obligations

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of Preferred Shares may include (but not limited to) the following terms and shall be consistent with the Applicable Public Company Rules:

(a) the order of priority and fixed amount or fixed ratio of allocation of dividends and bonus on Preferred Shares;

(b) the order of priority and fixed amount or fixed ratio of allocation of surplus assets of the Company;

(c) the order of priority for or restriction on the voting right(s) (including declaring no voting rights whatsoever) of the Members holding the Preferred Shares;

(d) the method by which the Company is authorized or compelled to redeem the Preferred Shares, or a statement that redemption rights shall not apply; and

(e) other matters concerning rights and obligations incidental to Preferred Shares.

REGISTRATION OF SHARES

7. Register of Members

(a) For so long as shares are traded on the ESM or listed on the TPEx or the TSE, the Board shall cause to be kept a Register of Members which may be kept outside the Cayman Islands at such place as the Directors shall appoint and which shall be maintained in accordance with the Law and the Applicable Public Company Rules.

(b) In the event that the Company has shares that are not traded on the ESM or listed on the TPEx or the TSE, the Company shall also cause to be kept a register of such shares in accordance with Section 40 of the Law.

8. Registered Holder Absolute Owner

Except as required by law:

(a) no person shall be recognised by the Company as holding any share on any trust; and

(b) no person other than the Member shall be recognised by the Company as having any right in a share.

9. Transfer of Registered Shares

9.1 Title to shares traded on the ESM or listed on the TPEx or the TSE may be evidenced and transferred in a manner consistent with the Applicable Public Company Rules (including through the book-entry system of the TDCC).

9.2 All transfers of shares which are in certificated form may be effected by an instrument of transfer in writing in any usual form or in any other form which the Board may approve and shall be executed by or on behalf of the transferor and, if the Board so requires, by or on behalf of the transferee. Without prejudice to the foregoing, the Board may also resolve, either generally or in any particular case, upon request by either the

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transferor or transferee, to accept mechanically executed transfers. Notwithstanding the foregoing, an instrument of transfer shall not be required for a repurchase of shares by the Company for purposes of changing the currency of share capital of the Company.

9.3 The Board may refuse to recognise any instrument of transfer in respect of shares in certificated form unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer.

9.4 The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.

9.5 The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share in certificated form in the event such registration of transfer would (i) conflict with the Applicable Law; or (ii) conflict with the Memorandum and/or the Articles. If the Board refuses to register a transfer of any share, the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.

10. Transmission of Registered Shares

10.1 In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Member's interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Member with other persons. Subject to the provisions of Section 39 of the Law, for the purpose of this Article, legal personal representative means the executor or administrator of a deceased Member or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Member.

10.2 Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share.

10.3 On the presentation of the evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member. Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration or refuse registration as stipulated in Article 9.3 hereof as it would have had in the case of a transfer of the share by that Member before such Member's death or bankruptcy, as the case may be.

10.4 Where two or more persons are registered as joint holders of a share or shares, then in the event of the death

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of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to the said share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.

ORDINARY RESOLUTION, SPECIAL RESOLUTION AND SUPERMAJORITY RESOLUTION

11. Alteration of Capital

11.1 The Company may from time to time by Ordinary Resolution alter the conditions of its Memorandum to:

(a) increase its share capital by new shares of such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe;

1.2 consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;

1.3 convert all or any of its paid up shares into stock and reconvert that stock into paid up shares of any denomination;

1.4 sub-divide its existing shares, or any of them into shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived and may by such resolution determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares; or

1.5 cancel any shares which, 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.

11.2 The Board may settle as it considers expedient any difficulty which arises in relation to any consolidation and division under the last preceding Article and in particular but without prejudice to the generality of the foregoing may issue certificates in respect of fractions of shares or arrange for the sale of the shares representing fractions and the distribution of the new proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the Members who would have been entitled to the fractions, and for this purpose the Board may authorise some person to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be paid to the Company for the Company's benefit. Such purchaser will not be bound to see to the application of the purchase money nor will his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

12. Special Resolution and Supermajority Resolution

12.1 Subject to the Law and the Articles, the Company may from time to time by Special Resolution:

(a) change its name;
(b) alter or add to the Articles;
(c) alter or add to the Memorandum with respect to any objects, powers or other matters specified therein;
(d) reduce its share capital and any capital redemption reserve fund; or
(e) effect a Merger under the Law.

12.2 Subject to the Law, the Company may, by Special Resolution, issue securities by way of Private Placement within the territory of the ROC in accordance with Applicable Public Company Rules; provided that, for issuance of corporate bonds which do not involve the grant of a warrant, option, or right of conversion or otherwise grant the holders of the bonds the right to acquire equity or similar rights by way of Private Placement within the territory of the ROC, the Company may do so by resolution of the Board in different tranches within one year from the date of the resolution of the Board in accordance with Applicable Public Company Rules.

12.3 Subject to the Law and Article 12.4 hereof, the following actions by the Company shall require the approval of the Members by a Supermajority Resolution:

(a) effecting any capitalization of distributable dividends and/or bonus share and/or any other amount prescribed under Article 17 hereof;
(b) effecting any Merger (except for any Merger which falls within the definition of "merger" and/or "consolidation" under the Law, which requires the approval of the Company by Special Resolution only), Share Swap, or Spin-off of the Company;
(c) entering into, amend, or terminate any contract for lease of the Company's business in whole, or for delegation of management of the Company's business to others, or for frequent joint operation with others;
(d) the transferring of the whole or any essential part of the business or assets of the Company; or
(e) acquiring or assuming the whole business or assets of another person, which has a material effect on the Company's operation.

12.4 Subject to the Law, the Company may be wound up voluntarily:

(a) if the Company resolves by Ordinary Resolution that it be wound up voluntarily because the Company is unable to pay its debts as they fall due; or
(b) if the Company resolves by Special Resolution that it be wound up voluntarily for reasons other

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than set out in Article 12.4(a) above.

12.5 Subject to the Applicable Law, the Company may distribute its Capital Reserve, in whole or in part, by issuing new shares which shall be distributed as bonus shares to its existing Members in proportion to the number of shares being held by each of them or by cash.

13. Variation of Rights Attaching to Shares

If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the sanction of a Special Resolution passed at a general meeting of the holders of the shares of the class. Notwithstanding the foregoing, if any modification or alteration in the Articles is prejudicial to the preferential rights of any class of shares, such modification or alteration shall be adopted by a Special Resolution and shall also be adopted by a Special Resolution passed at a separate meeting of Members of that class of shares. 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 varied by the creation or issue of further shares ranking pari passu therewith. To any such meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis.

DIVIDENDS AND CAPITALISATION

14. Dividends

14.1 The Board may declare a dividend to be paid to the Members in proportion to the number of shares held by them, and such dividend may be paid in cash, shares or, subject to Article 14.2, wholly or partly in specie.

14.2 Subject to the Applicable Law, no dividends or other distribution shall be paid except out of profits of the Company, realised or unrealised, out of share premium account or any reserve, fund or account as otherwise permitted by the Law. Except as otherwise provided by the rights attached to any shares, all dividends and other distributions shall be paid according to the number of the shares that a Member holds. If any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividends accordingly.

14.3 The Company, in addition to the dividends to be distributed at the end of each financial year, may distribute interim dividends to the Members on a semi-year basis. If the Board decides not to distribute interim dividends, the Board shall adopt a resolution to confirm such non-distribution after the first half of the financial year. The distribution of the dividends at the end of each financial year shall comply with the requirements and procedures set forth in Articles 14.4 to 14.8, 14.11 and 14.12 and the distribution of the dividends for the first half of the financial year shall comply the requirements and procedures set forth in Articles 14.4 and 14.9 to 14.12.

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14.4 Subject to the Law and this Article and except as otherwise provided by the rights attached to any shares, the Company may distribute profits in accordance with a proposal for profit distribution approved by, in the case of dividend to be paid in cash, a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors or, in the case of Article 12.3(a) or 12.5 (in the case of an issuance of new shares as bonus shares), Supermajority Resolution in the annual meeting. After the Board approves the distribution of dividend in cash, the Board shall report such distribution in the next annual general meeting.

14.5 Upon the final settlement of the Company's accounts, if there is "surplus profit" (as defined below), the Company shall set aside between zero point one per cent (0.1%) and ten per cent (10%) as compensation to employees ("Employees' Compensations") and Employees' Compensations may be distributed to employees of the Company and its Subsidiaries, who meet certain qualifications. The Company shall, from the surplus profit, set aside no more than two per cent (2%) thereof as remuneration for the Directors (excluding the Independent Directors) ("Directors' Remuneration"). The distribution proposals in respect of Employees' Compensation and Directors' Remuneration shall be approved by a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors and submitted to the shareholders' meeting for report. However, if the Company has accumulated losses, the Company shall reserve an amount thereof for making up the losses before proceeding with the abovementioned distributions and allocation. The "surplus profit" referred to above means the net profit before tax of the Company and for the avoidance of doubt, such amount is before any payment of compensation to employees and remuneration for the Directors.

14.6 The Company operates in a market for specific demands and customized products and is in the growth stage. The Board shall prepare the dividend proposal by taking into account the profit of the year, overall development, financial plans, capital need, projection of the industry and the Company's prospects and so on and submit the proposal for the Members' approval. For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, if there are profits, in making the profits distribution recommendation, the Board shall set aside out of the profits of the Company for each financial year, in addition to the provision in Article 14.5: (i) a reserve for payment of tax for the relevant financial year; (ii) an amount to offset losses incurred in previous years; (iii) ten per cent (10%) as reserve ("Statutory Reserve") (unless the Statutory Reserve has reached the total paid-up capital of the Company); and (iv) a special surplus reserve as required by the applicable securities authority of the ROC under the Applicable Public Company Rules.

14.7 Subject to compliance with the Law and after setting aside the amounts for Employees' Compensations and Directors' Remuneration in accordance with Article 14.5 and such amounts as the Board deems fit in accordance with the distribution policy set out in Article 14.6, the Board shall recommend to Members for approval to distribute the remaining profits, if any, together with a part or whole of accumulated undistributed profits in the previous years, after having considered the financial, business and operational factors of the Company, as dividends to Members in proportion to their shareholdings in the amount of no less than twenty per cent (20%) of profit after tax of the relevant year, provided that, in the case of a distribution to Members, no less than ten per cent (10%) of the total amount of such dividend shall be paid in

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cash.

14.8 The Board shall fix any date as the record date for determining the Members entitled to receive any dividend or other distribution.

14.9 For the purpose of determining Members entitled to receive payment of any dividend or other distributions, the Directors may provide that the Register of Members be closed for transfers for five (5) days before the relevant record date or such other period consistent with the Applicable Public Company Rules subject to compliance with the Law.

14.10 No unpaid dividend shall bear interest as against the Company.

15. Capital Reserve and Power to Set Aside Profits

15.1 The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such sum as it thinks proper as a reserve to be used to meet contingencies or for meeting the deficiencies for implementing dividend distribution plans or for any other purpose to which those funds may be properly applied. Pending application, such sums may be in the absolute discretion of the Directors either be employed in the business of the Company or invested in such investment as Directors may from time to time think fit, and need not be kept separate from other assets of the Company. The Directors may also, without placing the same to reserve, carry forward any profit which they decide not to distribute.

15.2 Subject to any direction from the Company in general meeting, the Directors may on behalf of the Company exercise all the powers and options conferred on the Company by the Law in regard to the Capital Reserve. Subject to compliance with the Law, the Directors may on behalf of the Company set off accumulated losses against credits standing in the Capital Reserve and make distributions out of the Capital Reserve.

16. Method of Payment

16.1 Any dividend, interest, or other monies payable in cash in respect of the shares may be paid by wire transfer to the Member's designated account or by cheque or draft sent through the post directed to the Member at such Member's address in the Register of Members, or to such person and to such address as the holder may in writing direct.

16.2 In the case of joint holders of shares, any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or draft sent through the post directed to the address of the holder first named in the Register of Members, or to such person and to such address as the holder may in writing direct. If two or more persons are registered as joint holders of any shares any one can give an effectual receipt for any dividend paid in respect of such shares.

16.3 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, the payment of any
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dividend shall comply with the Applicable Public Company Rules and the Law.

17. Capitalisation

Subject to the Applicable Law and Article 12.3(a), the Board may capitalise any sum for the time being standing to the credit of the Capital Reserve or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such sum in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Members.

MEETINGS OF MEMBERS

18. Annual General Meetings

18.1 The Company shall hold a general meeting as its annual general meeting within six months following the end of each fiscal year, which shall be called by the Board.

18.2 Subject to Article 18.1, the annual general meeting of the Company may be held at such time and place as the Board shall determine. For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, unless otherwise provided by the Law, the physical general meetings shall be held in the ROC. If the Board resolves to hold a physical general meeting outside the ROC, the Company shall apply for the approval of the TPEx or the TSE within two days after the Board adopts such resolution. Where a general meeting is to be held outside the ROC, the Company shall engage a professional stock affairs agent in the ROC to handle the administration of such general meeting (including but not limited to the handling of the voting of proxies submitted by Members).

18.3 The general meeting may be held by means of video conference or in a manner consistent with the Applicable Public Company Rules or other methods announced by the ROC authorities in charge of the ROC Company Act in relation to the general meeting of a company incorporated thereunder. So long as the shares are traded on the ESM or listed on the TPEx or the TSE, the conditions, operation procedures and other matters of the general meeting held by means of video conference shall be in compliance with the Applicable Public Company Rules.

18.4 Members may participate in any general meeting by means of video conference or other communication facilities, as permitted by the Applicable Law, where all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

19. Extraordinary General Meetings

19.1 General meetings other than annual general meetings shall be called extraordinary general meetings.

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19.2 The Board may convene an extraordinary general meeting of the Company whenever in their judgment such a meeting is necessary or is desirable.

19.3 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, the Board shall on a Member’s requisition as defined in Article 19.4 forthwith proceed to convene an extraordinary general meeting of the Company.

19.4 A Member's requisition set forth in Article 19.3 is a requisition of one or more Members of the Company holding in the aggregate at the date of deposit of the requisition not less than three per cent (3%) of the total number of issued shares of the Company which as at that date have been held by such Member(s) for at least one year.

19.5 The Member's requisition must state in writing the matters to be discussed at the extraordinary general meeting and the reason therefor.

19.6 If the Board does not within fifteen (15) days from the date of the deposit of the Member's requisition dispatch the notice of an extraordinary general meeting, the requisitionists may themselves convene an extraordinary general meeting in the same manner, as nearly as possible, as that in which general meetings may be convened by the Board. If it is proposed that the extraordinary general meeting be held outside the ROC, an application shall be submitted by such requisitionists to the TPEx or the TSE for its prior approval.

19.7 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE in the ROC, any one or more Member(s) may summon an extraordinary general meeting, provided that such Member or Members shall hold more than fifty per cent. of the total issued Shares of the Company for a continuous period of no less than three months. The number of the Shares held by a Member and the period of which a Member holds such Shares, shall be calculated and determined based on the Register of Members as of the first day of the Book Closure Period. The Book Closure Period has the meaning as defined below.

Notice

20.1 Before the shares are traded on the ESM or listed on the TPEx or the TSE, at least five days' notice of a general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held and the general nature of business to be conducted at the meeting.

20.2 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, at least thirty days' notice of an annual general meeting, and at least fifteen days' notice of an extraordinary general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held and the general nature of the business to be considered at the meeting. The notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior written consent from the recipient(s) thereof.

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20.3 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, the Board shall fix a record date for determining the Members entitled to receive notice of and to vote at any general meeting of the Company in accordance with Applicable Public Company Rules and close its Register of Members accordingly in accordance with Applicable Public Company Rules. The Board shall fix the period that the Register of Members shall be closed for transfers (the "Book Closure Period").

20.4 Subject to Article 23.4, the accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

20.5 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, the Company shall announce to the public the notice of a general meeting, the proxy instrument, agendas and materials relating to the matters to be reported and discussed in the general meetings, including but not limited to, election or discharge of Directors, in accordance with Article 20.2 hereof, and shall transmit the same via the Market Observation Post System in accordance with Applicable Public Company Rules. If the voting power of a Member at a general meeting shall be exercised by way of a written ballot, the Company shall also send the written document for the Member to exercise his voting power together with the above mentioned materials in accordance with Article 20.2. The Directors shall prepare a meeting handbook of the relevant general meeting and supplemental materials, which will be made available to all Members and shall be transmitted to the Market Observation Post System in accordance with the Applicable Public Company Rules. If the Company's total paid-in capital exceeds NT$2 billion at the most recent financial year end date, or if the shareholding of foreign and PRC investors reaches more than 30% of the total number of issued shares as recorded in the Register of Members as of the date of the general meeting held in the most recent financial year, the foregoing transmission of information and materials via or to the Market Observation Post System shall be completed at least thirty days for an annual general meeting.

20.6 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, the following matters shall be stated in the notice of a general meeting, with a summary of the major content to be discussed, and shall not be proposed as an extemporary motion:

(a) election or discharge of Directors,
(b) alteration of the Memorandum or Articles,
(c) capital deduction,
(d) application to terminate the public offering of the Shares,
(e) (i) dissolution, Merger, Share Swap, or Spin-off, (ii) entering into, amending, or terminating any contract for lease of the Company's business in whole, or for delegation of management of the Company's business to others, or for frequent joint operation with others; (iii) transfer of the whole or any essential part of the business or assets of the Company, and (iv) acquisition or assumption of

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the whole of the business or assets of another person, which has a material effect on the operations of the Company,

(f) ratification of an action by Director(s) who engage(s) in business for himself or on behalf of another person that is within the scope of the Company's business,

(g) distribution of the whole or part of the surplus profit of the Company in the form of new shares, capitalization of Capital Reserve and any other amount in accordance with Article 17,

(h) making distributions of new shares or cash out of the Statutory Reserve, the premium received on the issuance of any shares and income from endowments received by the Company to its Members, and

(i) Private Placement of any equity-related securities to be issued by the Company.

The major content of the above matters can be announced at the website designated by Taiwan securities authority or by the Company, and the Company shall specify the link to the website in the notice of the relevant general meeting.

20.7 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, the Board shall keep the Memorandum and Articles, minutes of general meetings, financial statements, the Register of Members, and the counterfoil of any corporate bonds issued by the Company at the Registered Office (if applicable) and the Company's stock affairs agent located in the ROC. Members may request, from time to time, by submitting document(s) evidencing his interests involved and indicating the designated scope of the inspection, access to inspect, review or make copies of the foregoing documents. If the relevant documents are kept by the Company's stock affairs agent, upon the request of any Member, the Company shall order the Company's stock affairs agent to provide such Member with the requested documents.

20.8 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, the Company shall make available all the statements and records prepared by the Board and the report prepared by the Audit Committee which will be submitted to the Members at the annual general meeting at the Registered Office (if applicable) and its stock affairs agent located in the ROC ten (10) days prior to such annual general meeting in accordance with Applicable Public Company Rules. Members may inspect and review the foregoing documents from time to time and may be accompanied by their lawyers or certified public accountants for the purpose of such inspection and review.

20.9 If the general meeting is convened by the Board and other person entitled to convene a general meeting in accordance with these Articles or any Applicable Law, the Board and such person may request the Company or the Company's stock affairs agent to provide the Register of Members. Upon the request, the Company shall (and shall order the Company's stock affairs agent to) provide the Register of Members.

Giving Notice
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21.1 Any Notice or document, whether or not to be given or issued under the Articles from the Company to a Member, shall be in writing either by delivering it to such Member in person or by sending it by letter mail or courier service to such Member at his registered address as appearing in the Register of Members or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address. For the purposes of this Article, a notice may be sent via electronic means if so agreed to by the shareholder in writing.

21.2 Any Notice or other document shall be deemed to be effective when it is sent in accordance with Articles 20 and 21 of these Articles. Any Notice or document may be given to a Member either in the Chinese language or the English language, subject to due compliance with all Applicable Law, rules and regulations.

This Article shall apply mutatis mutandis to the service of any document by a Member on the Company under the Articles.

22. Postponement of General Meeting

The Board may postpone any general meeting called in accordance with the provisions of the Articles provided that notice of postponement is given to each Member before the time for such meeting. A notice stating the date, time and place for the postponed meeting shall be given to each Member in accordance with the provisions of the Articles provided that in the event that the Members resolve to postpone the general meeting to a specified date which is not more than five days, Articles 20.1, 20.2, 20.3, 20.4 and 21 do not apply and notice of the adjournment shall not be required.

23 Quorum and Proceedings at General Meetings

23.1 No resolutions shall be adopted unless a quorum is present. Unless otherwise provided for in the Articles, Members present in person or by proxy or in the case of a corporate Member, by corporate representative, representing more than one-half of the total issued shares of the Company entitled to vote, shall constitute a quorum for any general meeting.

23.2 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, the Board shall submit business reports, financial statements and proposals for distribution of profits or allocation of losses prepared by it for the purposes of annual general meetings of the Company for ratification by the Members in a manner consistent with the Applicable Public Company Rules. After ratification by the Members at the general meeting, the Board shall distribute copies of or announce to the public the ratified financial statements and the Company's resolutions on distribution of profits or allocation of losses, to each Member or otherwise make the same available to the Members in accordance with the Applicable Public Company Rules.

23.3 Unless otherwise provided in the Articles, a resolution put to the vote of the meeting shall be decided on a poll.

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23.4 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, if and to the extent permitted under the Law, nothing in the Articles shall prevent any Member from initiating proceedings in a court of competent jurisdiction for an appropriate remedy in connection with the convening of any general meeting or the passage of any resolution in violation of applicable laws or regulations or the Articles within 30 days after passing of such resolution. The Taiwan Taipei District Court, ROC, may be the court for adjudicating any disputes arising out of the foregoing.

23.5 Unless otherwise expressly required by the Law, the Memorandum or the Articles, any matter which has been presented for resolution, approval, confirmation or adoption by the Members at any general meeting may be passed by an Ordinary Resolution.

23.6 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, member(s) holding one per cent (1%) or more of the Company's total issued shares immediately prior to the relevant book close period, during which the Company closed its Register of Members, may propose to the Company in writing or any electronic means designated by the Company one matter for discussion at an annual general meeting. The Company shall give a public notice in such manner and at such time as permitted by Applicable Law specifying the place and a period of not less than ten (10) days for Members to submit proposals. The Board shall include the proposal in the agenda of the annual general meeting, unless (a) the proposing Member(s) holds less than one cent (1%) of the Company's total issued shares, (b) the matter of such proposal may not be resolved by a general meeting or the proposal contains more than 300 Chinese words; (c) the proposing Member(s) has proposed more than one proposal; or (d) the proposal is submitted to the Company outside the period fixed and announced by the Company for accepting Member(s)' proposal(s). If the purpose of the proposal is to urge the Company to promote public interests or fulfil its social responsibilities, the Board may still include such proposal into the agenda of annual general meeting.

23.7 The rules and procedures of general meetings shall be established by the Board and approved by an Ordinary Resolution, and such rules and procedures shall be in accordance with the Law, these Articles and the Applicable Public Company Rules.

Chairman to Preside

24.1 In the event that the general meeting is convened by the Board, the Chairman shall act as chairman at all meetings of the Members at which such person is present. In his absence the Directors who are present at the meeting of Members shall elect one from among themselves to act as the chairman at such meeting in lieu of the Chairman.

24.2 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, the chairman at all meetings of the Members shall be appointed or elected in accordance with the Applicable Public Company Rules.

Voting on Resolutions
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25.1 Subject to any rights, privileges or restrictions attached to any share, every Member who (being an individual) is present in person or by proxy or (in the case of a corporation or other non-natural person) by duly authorized corporate representative(s) or by proxy shall have one vote for every share of which he is the holder. A Member who holds shares for benefit of others, need not use all his votes or cast all the votes he holds in the same way as he uses his votes in respect of shares he holds for himself. The qualifications, scope, methods of exercise, operating procedures and other matters with respect to exercising voting power separately shall comply with the Applicable Public Company Rules.

25.2 No person shall be entitled to vote at any general meeting or at any separate meeting of the holders of a class of shares unless he is registered as a Member on the record date for such meeting nor unless he has paid all the calls on all shares held by such Member.

25.3 Votes may be cast either in person or by proxy. A Member may appoint another person as his proxy by specifying the scope of appointment in the proxy instrument prepared by the Company to attend and vote at a general meeting, provided that a Member may appoint only one proxy under one instrument to attend and vote at such meeting.

25.4 Subject to the Law, for so long as the shares are traded on the ESM or listed on the TPEx or the TSE, the Company shall provide the Members with a method for exercising their voting power by way of electronic transmission. The method for exercising such voting power shall be described in the general meeting notice to be given to the Members if the voting power may be exercised by way of a written ballot or electronic transmission. Any Member who intends to exercise his voting power by way of a written ballot or by way of electronic transmission shall serve the Company with his voting decision at least two (2) days prior to the date of such general meeting. Where more than one voting decision are received from the same Member by the Company, the first voting decision shall prevail, unless an explicit written statement is made by the relevant Member to revoke the previous voting decision in the later-received voting decision. A Member who exercises his voting power at a general meeting by way of a written ballot or by electronic transmission shall be deemed to have appointed the chairman of the general meeting as his proxy to vote his shares at the general meeting only in the manner directed by his written instrument or electronic document. The chairman of the general meeting as proxy shall not have the power to exercise the voting rights of such Members with respect to any matters not referred to or indicated in the written or electronic document and/or any amendment to resolution(s) proposed at the said general meeting. For the purpose of clarification, such Members voting in such manner shall be deemed to have waived their voting rights with respect to any extemporary matters or amendment to resolution(s) proposed at the general meeting.

25.5 In the event any Member who intended to exercise his voting power by way of a written ballot or electronic transmission and has served his voting decision on the Company pursuant to Article 25.4 hereof later intends to attend the general meetings in person, he shall, at least two (2) days prior to the date of such general meeting, serve the Company with a separate notice revoking his previous voting decision. Such separate notice shall be sent to the Company in the same manner (e.g., by courier, registered mail or

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electronic transmission, as applicable) as the previous voting decision under Article 25.4 was given to the Company. Votes by way of a written ballot or electronic transmission shall remain valid if the relevant Member fails to revoke his voting decision before the prescribed time.

25.6 A Member who has served the Company with his voting decision in accordance with Article 25.4 for the purpose of exercising his voting power by way of a written ballot or by way of electronic transmission may appoint a person as his proxy to attend the meeting in accordance with the Articles, in which case the vote cast by such proxy shall be deemed to have revoked his previous voting decision served on the Company and the Company shall only count the vote(s) cast by such expressly appointed proxy at the meeting.

26. Proxies

26.1 The instrument of proxy shall be in the form approved by the Board from time to time 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 Member, proxy and the solicitor (if any). The form of proxy shall be provided to the Members together with the relevant notice for the relevant general meeting, and such notice and proxy materials shall be distributed to all Members on the same day.

26.2 An instrument of proxy shall be in writing, be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation or other non-natural person, under the hand of an officer or attorney duly authorised for that purpose. A proxy need not be a Member of the Company.

26.3 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, subject to the Applicable Public Company Rules, except for an ROC trust enterprise or stock affair agents approved pursuant to Applicable Public Company Rules, save with respect to the Chairman being deemed appointed as proxy under Article 25.4, in the event a person acts as the proxy for two or more Members, the total number of issued and voting shares entitled to be voted as represented by such proxy shall be no more than three per cent (3%) of the total number of issued and voting shares of the Company immediately prior to the relevant book closed period, during which the Company close its Register of Member; any vote in respect of the portion in excess of such three per cent (3%) threshold shall not be counted.

26.4 In the event that a Member exercises his voting power by way of a written ballot or electronic transmission and has also authorised a proxy to attend a general meeting, then the voting power exercised by the proxy at the general meeting shall prevail. In the event that any Member who has authorised a proxy to attend a general meeting later intends to attend the general meeting in person or to exercise his voting power by way of a written ballot or electronic transmission, he shall, at least two (2) days prior to the date of such general meeting, serve the Company with a separate notice revoking his previous appointment of the proxy. Votes by way of proxy shall remain valid if the relevant Member fails to revoke his appointment of such proxy before the prescribed time.

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26.5 The instrument of proxy shall be deposited at the Registered Office or the office of the Company's stock affairs agent in the ROC or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company not less than five (5) days before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, save with respect to the Chairman being deemed appointed as proxy under Article 25.4. Where more than one instrument to vote are received from the same Member by the Company, the first instrument received shall prevail, unless an explicit written statement is made by the relevant Member to revoke the previous proxy in the later-received instrument.

Proxy Solicitation

For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, the use and solicitation of proxies shall be in compliance with the Applicable Public Company Rules, including but not limited to "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies."

Dissenting Member's Appraisal Right

28.1 Subject to compliance with the Law, in the event any of the following resolutions is passed at general meetings, any Member who has abstained from voting in respect of or voted against such matter and expressed his dissent therefor, in writing or verbally (with a record) before or during the meeting, may request the Company to purchase all of his shares at the then prevailing fair price:

(a) the Company proposes to enter into, amend, or terminate any contract for lease of the Company's business in whole, or for delegation of management of the Company's business to others, or for frequent joint operation with others;;

(b) the Company transfers the whole or an essential part of its business or assets, provided that, the foregoing does not apply where such transfer is pursuant to the dissolution of the Company;

(c) the Company acquires or assumes the whole business or assets of another person, which has a material effect on the operation of the Company;

(d) the Company proposes to undertake a Spin-off, Merger or Share Swap; or

(e) the Company generally assumes all the assets and liabilities of another person or generally assigns all its assets and liabilities to another person.

Shares which Shares which have been abstained from voting in accordance with this Article 28.1 shall not be counted in determining the number of votes of the Members being cast at a general meeting but shall be counted towards the quorum of the general meeting.

28.2 Subject to compliance with the Law, any Member exercising his rights in accordance with Article 28.1 (the "Dissenting Member") shall, within twenty (20) days from the date of the resolution passed at the general meeting, give his written notice of objection with the repurchase price proposed by him. If the Company

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and the Dissenting Member agree on a price at which the Company will purchase the Dissenting Member's shares, the Company shall make the payment within ninety (90) days from the date of the resolution passed at the general meeting. If, within ninety (90) days from the date of the resolution passed at the general meeting, the Company and the Dissenting Member fail to agree on a price at which the Company will purchase the Dissenting Member's shares, the Company shall pay the fair price it deems fit to the Dissenting Member within ninety (90) days from the date of the resolution passed at the general meeting. If the Company fails to pay the fair price it deems fit to the Dissenting Member within the ninety (90)-day period, the Company shall be deemed to agree on the repurchase price proposed by such Dissenting Member.

28.3 Subject to compliance with the Law, if, within sixty (60) days from the date of the resolution passed at the general meeting, the Company and the Dissenting Member fail to agree on a price at which the Company will purchase such Dissenting Member's shares, then, within thirty (30) days immediately following the date of the expiry of such sixty (60)-day period, the Company shall file a petition with the court against all the Dissenting Members for a determination of the fair price of the shares held by all the Dissenting Members. The Taiwan Taipei District Court, ROC, may be the court of the first instance for this matter.

28.4 Notwithstanding the above provisions under Article 28, nothing under this Article shall restrict or prohibit a Member from exercising his right under section 238 of the Law to payment of the fair value of his shares upon dissenting from a merger or consolidation.

Shares that May Not be Voted

29.1 Shares held:

(a) by the Company itself;

(b) by any entity in which the Company owns, legally or beneficially, more than fifty per cent (50%) of its total issued and voting share or share capital; or

(c) by any entity in which the Company, together with (i) the holding company of the Company and/or (ii) any Subsidiary of (a) the holding company of the Company or (b) the Company owns, legally or beneficially, directly or indirectly, more than fifty per cent (50%) of its issued and voting share or share capital.

shall not carry any voting rights nor be counted in the total number of issued shares at any given time but only for so long as the circumstances as set out in sub-paragraphs (a) to (c) (as applicable) above continue.

29.2 A Member who has a personal interest in any motion discussed at a general meeting, which interest may be in conflict with and impair those of the Company, shall abstain from voting such Member's shares in regard to such motion and such shares shall not be counted in determining the number of votes of the Members present at the said meeting. However, such shares may be counted in determining the number of shares of the Members present at such general meeting for the purposes of determining the quorum. The aforementioned Member shall also not vote on behalf of any other Member.

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29.3 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, if the number of shares pledged by a Director at any time amounts to more than 50% of the total shares held by such Director at the time of his latest appointment, such pledged shares exceeding 50% of the total shares held by such Director at the time of his latest appointment, up to 50% of the total number of shares held by the Director at the time of his latest appointment, shall not carry any voting rights and such above-threshold shares shall not be counted in determining the number of votes of the Members present at a general meeting.

30. Voting by Joint Holders of Shares

In the case of joint holders, the joint holders should appoint among themselves one person to exercise the rights of a shareholder pursuant to the Applicable Public Company Rules. In case no agreement is reached among the joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

31. Representation of Corporate Member

31.1 A corporation or non-natural person which is a Member may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting of the Members and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation or such non-natural person which such person represents as that corporation or non-natural person could exercise if it were an individual Member, and that Member shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives.

31.2 Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation or non-natural person which is a Member.

32. Adjournment of General Meeting

The chairman of a general meeting may, with the consent of a majority in number of the Members present at any general meeting at which a quorum is present, and shall if so directed, adjourn the meeting. Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned and the meeting is adjourned for more than five days, a notice stating the date, place and time for the resumption of the adjourned meeting shall be given to each Member entitled to attend and vote thereat in accordance with the provisions of the Articles.

33. Directors Attendance at General Meetings

The Directors of the Company shall be entitled to receive notice of, attend and be heard at any general meeting.

DIRECTORS AND OFFICERS

Number and Term of Office of Directors

34.1 There shall be a Board consisting of no less than five (5) and no more than nine (9) persons. The term of office for each Director shall not exceed a period of three (3) years provided that in the event the expiration of the term of office of such Directors would otherwise leave the Company with no Directors, the term of office of such Directors shall be extended automatically to the date of the general meeting next following the expiration of such term, at which new Directors will be elected to assume office. Directors may be eligible for re-election. The Company may from time to time by Special Resolution increase or reduce the number of Directors, subject to the foregoing and the Applicable Law.

34.2 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, the number of Directors having a spousal relationship or familial relationship within the second degree of kinship with any other Directors shall be less than half of the total number of Directors.

34.3 In the event that the Company convenes a general meeting for the election of Directors and any of the Directors elected does not meet the requirements provided in Article 34.2 hereof, the non-qualifying Director(s) who was elected with the fewest number of votes shall be deemed not to have been elected, to the extent necessary to meet the requirements provided for in Article 34.2 hereof. Any person who has already served as a Director but is in violation of the aforementioned requirements shall be automatically discharged from his office effective from such violation without any action required on behalf of the Company.

34.4 For so long as the shares are listed on the TPEx or the TSE, unless otherwise permitted under the Applicable Public Company Rules, there shall be at least three (3) Independent Directors and the number of Independent Directors shall not be less than one-fifth of the total number of Directors. To the extent required by the Applicable Public Company Rules, at least one of the Independent Directors shall be domiciled in the ROC and at least one of them shall have accounting or financial expertise. Before the shares are listed on the TPEx or the TSE, the Board may resolve that the Company shall hold an election of Independent Director(s) at the general meeting.

34.5 The Directors (including Independent Directors and Directors other than Independent Directors) shall be nominated by adopting the candidate nomination system specified in the Applicable Public Company Rules for so long as the shares are traded on the ESM or listed on the TPEx or the TSE.

34.6 Independent Directors shall have professional knowledge and shall maintain independence within the scope of their directorial duties, and shall not have any direct or indirect interests in the Company. The professional qualifications, restrictions on shareholdings and concurrent positions, and assessment of independence with respect to Independent Directors shall be consistent with the Applicable Public Company Rules.

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Election of Directors

35.1 The Company may at a general meeting elect any person to be a Director, which vote shall be calculated in accordance with Article 35.2 below. Members present in person or by proxy, representing more than one-half of the total issued shares shall constitute a quorum for any general meeting to elect one or more Directors.

35.2 The Director(s) shall be elected by Members upon a poll vote by way of cumulative voting (the manner of voting described in this Article to be referred to as "Cumulative Voting") in the following manner:

(a) on an election of Directors, the numbers of votes attached to each voting share held by a Member shall be cumulative and correspond to the number of Directors nominated for appointment at the general meeting;

(b) the Member(s) may vote all or part of their cumulated votes in respect of one or more Director candidates;

(c) such number of Director candidates receiving the highest number of votes in the same category (namely, independent or non-independent) of Directors to be elected shall be appointed; and

(d) where two or more Director candidates in the same category receive the same number of votes and as a result the total number of new Directors in such category intended to be appointed is exceeded, there shall be a draw by such Director candidates receiving the same number of votes to determine who shall be appointed; the chairman of the meeting shall draw for a Director nominated for appointment who is not present at the general meeting.

35.3 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, if the number of Independent Directors is less than three (3) persons due to the resignation or removal of such Independent Directors for any reason, the Company shall hold an election of Independent Directors at the next following general meeting. If all of the Independent Directors are resigned or removed, the Board shall hold, within sixty (60) days from the date of resignation or removal of last Independent Director, a general meeting to elect succeeding Independent Directors to fill the vacancies.

35.4 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, if the number of Directors is less than five (5) persons due to the vacancy of Director(s) for any reason, the Company shall call an election of Director(s) at the next following general meeting to fill the vacancies. When the number of vacancies in the Board of the Company equals to one third of the total number of Directors elected, the Board shall hold, within sixty (60) days from the date of the occurrence of vacancies, a general meeting to elect succeeding Directors to fill the vacancies.

35.5 Where a corporation (or other legal entity) is a Member, its authorized representative may be elected as Director of the Company in accordance with the Articles. If there are more than one authorized

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representatives, each of them may be nominated for election at a general meeting.

Removal of Directors

36.1 The Company may from time to time by Supermajority Resolution remove any Director from office. Where re-election of all Directors is effected prior to the expiration of the term of office of existing Directors, the term of office of all current Directors is deemed to have expired on the date of the re-election or any other date as otherwise resolved by the Members at the general meeting if the Members do not resolve that all current Directors will only retire at the expiration of their present term of office. Members present in person or by proxy, representing more than one-half of the total issued shares shall constitute a quorum for any general meeting to re-elect all Directors.

36.2 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, in case a Director has, in the course of performing his duties, committed any act resulting in material damages to the Company or is in serious violation of applicable laws, regulations and/or the Articles, but has not been removed by a Supermajority Resolution, the Member(s) holding three per cent (3%) or more of the total number of issued shares of the Company may, within thirty (30) days after such general meeting, to the extent permissible under Applicable Law, institute a lawsuit to remove such Director. The Taiwan Taipei District Court, ROC, may be the court for this matter.

Vacation of Office of Director

37.1 The office of Director shall be vacated:

(a) if the Director is removed from office pursuant to the Articles;

(b) if the Director dies;

(d) if the Director resigns his office by notice in writing to the Company;

(e) if the Director is the subject of a court order for his removal in accordance with Article 36.2;

(f) if the Director is automatically removed in accordance with Article 37.2;

(g) if the Director ceases to be a Director in accordance with Article 37.3; or

(h) with immediate effect without any action required on behalf of the Company if

(i) the Director has been adjudicated bankrupt or the court has declared a liquidation process in connection with the Director, and such Director has not been reinstated to his rights and privileges;

(ii) an order is made by any competent court or official on the grounds that the Director has no legal capacity, or his legal capacity is restricted according to Applicable Law;

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(iii) the Director has been adjudicated of the commencement of assistantship (as defined under the Taiwan Civil Code) or similar declaration and such assistantship/declaration has not been revoked yet;

(iv) the Director has committed an offence as specified in the ROC statute of prevention of organizational crimes and subsequently has been adjudicated guilty by a final judgment, and (A) has not started serving the sentence, (B) has not completed serving the sentence, (C) the time elapsed after completion of serving the sentence or expiration of the probation is less than five years, or (D) was pardoned for less than five years;

(v) the Director has committed an offence in terms of fraud, breach of trust or misappropriation and subsequently has been punished with imprisonment for a term of more than one year by a final judgement, and (A) has not started serving the sentence, (B) has not completed serving the sentence, (C) the time elapsed after completion of serving the sentence or expiration of the probation is less than two years, or (D) was pardoned for less than two years;

(vi) the Director has been adjudicated guilty by a final judgment for committing offenses under the Taiwan Anti-Corruption Act, and (A) has not started serving the sentence, (B) has not completed serving the sentence, (C) the time elapsed after completion of serving the sentence or expiration of the probation is less than two years, or (D) was pardoned for less than two years; or

(vii) the Director has been dishonored for use of credit instruments, and the term of such sanction has not expired yet.

In the event that any of the foregoing events specified in Article 37(h) has occurred in relation to a candidate for election of Director, such person shall be disqualified from being elected as a Director.

37.2 In case a Director has, during the term of office as a Director (other than an Independent Director), transferred more than one half of the Company's shares being held by him at the time he is elected, he shall, ipso facto, be removed automatically from the position of Director with immediate effect and no shareholders' approval shall be required.

37.3 If any Director (other than an Independent Director) has, after having been elected as a Director and before his inauguration of the office of Director, transferred more than one half of the Company's shares being held by him at the time of his election as a Director, then he shall immediately cease to be a Director and no shareholders' approval shall be required. If any Director has, after having been elected as a Director, transferred more than one half of the Company's shares then being held by him within the share transfer prohibition period prior to the convention of a shareholders' meeting according to the Applicable Public Company Rules, then he shall immediately cease be a Director and no shareholders' approval shall be required.

Compensation of Directors

38.1 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, the Board shall, in accordance with the Applicable Public Company Rules, establish a Compensation Committee comprised of at least three members, one of whom shall be an Independent Director. The professional qualifications of the members of the Compensation Committee, the responsibilities, powers and other related matters of the Compensation Committee shall comply with the Applicable Public Company Rules. Upon the establishment of the Compensation Committee, the Board shall, by a resolution, adopt a charter for the Compensation Committee the provisions of which shall be consistent with the Applicable Public Company Rules. Before the shares are traded on the ESM, the Board may resolve to establish a Compensation Committee.

38.2 The compensation referred in the preceding Article shall include the compensation, stock option and other incentive payments of Directors and managers of the Company.

38.3 The compensation of the Directors may be decided by the Board by reference to recommendation made by the Compensation Committee (if established), the standard generally adopted by other enterprises in the same industry, and shall be paid in cash only. The Directors may also be paid all travel, hotel and other expenses properly incurred by them in attending and returning from the meetings of the Board, any committee appointed by the Board, general meetings of the Company, or in connection with the business of the Company or their duties as Directors generally. A Director is also entitled to distribution of profits of the Company if permitted by the Law, the Applicable Public Company Rules, the service agreement or other similar contract that he/she has entered into with the Company.

Defect in Election of Director

Subject to Article 23.4 and the Applicable Law, all acts done in good faith by the Board or by a committee of the Board or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the election of any Director, or that they or any of them were disqualified, be as valid as if every such person had been duly elected and was qualified to be a Director.

Directors to Manage Business

The business of the Company shall be managed and conducted by the Board. In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by the Law or by the Articles, required to be exercised by the Company in general meeting subject, nevertheless, to the Articles, the provisions of the Law, and to such directions as may be prescribed by the Company in general meeting.

Powers of the Board of Directors

Without limiting the generality of Article 40 and subject to the Applicable Law, the Board may:

(a) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix

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their compensation and determine their duties;

(b) exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;

(c) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;

(d) appoint a person to act as manager of the Company's day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;

(e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney. Such attorney may, if so authorised, execute any deed or instrument in any manner permitted by the Law;

(f) procure that the Company pays all expenses incurred in promoting and incorporating the Company;

(g) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board and every such committee shall conform to such directions as the Board shall impose on them. Subject to any directions or regulations made by the Directors for this purpose, the meetings and proceedings of any such committee shall be governed by the provisions of the Articles regulating the meetings and proceedings of the Board;

(h) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board sees fit;

(i) present any petition and make any application in connection with the liquidation or reorganisation of the Company;

(j) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and

(k) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any agreement, document or instrument on behalf of the Company.

42.1 The Board shall cause to be kept in one or more books at the Registered Office a Register of Directors and Officers in accordance with the Law and shall enter therein the following particulars with respect to each Director and Officer:

(a) first name and surname; and
(b) address.

42.2 The Board shall, within the period of thirty days from the occurrence of:

(a) any change among its Directors and Officers; or
(b) any change in the particulars contained in the Register of Directors and Officers,

cause to be entered on the Register of Directors and Officers the particulars of such change and the date on which such change occurred, and shall notify the Registrar of Companies in accordance with the Law.

Officers

The Officers shall consist of a Secretary and such additional Officers as the Board may determine all of whom shall be deemed to be Officers for the purposes of the Articles.

Appointment of Officers

The Secretary (and additional Officers, if any) shall be appointed by the Board from time to time.

Duties of Officers

The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time.

Compensation of Officers

The Officers shall receive such compensation as the Board may determine.

Conflicts of Interest

47.1 Any Director, or any Director's firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company and such Director or such Director's firm, partner or company shall be entitled to compensation as if such Director were not a Director; provided that this Article 47.1 shall not apply to Independent Directors.

47.2 Notwithstanding anything to the contrary contained in this Article 47, a Director who is directly or indirectly interested in any matter under discussion at a meeting of the Directors or a contract or proposed contract or

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arrangement with the Company shall declare the nature and the essential contents of such interest at the relevant meeting of the Directors as required by the Applicable Law; If the Company proposes to enter into any transaction specified in Article 28.1 or effect other forms of mergers and acquisitions in accordance with Applicable Law, a Director who has a personal interest in such transaction shall declare the essential contents of such personal interest and the reason why he believes that the transaction is advisable or not advisable at the relevant meeting of the Directors and the general meeting as required by the Applicable Law. The Company shall, in the notice of a general meeting, disclose the essential contents of such Director's personal interest and the reason why such Director believes that the transaction is advisable or not advisable. The essential contents can be announced at the website designated by Taiwan securities authority or by the Company, and the Company shall specify the link to the website in the notice of the relevant general meeting. Where the spouse of a Director, the person related to a Director by blood and within the second degree of kinship, or any company which has a controlling or controlled relation with a Director has interests in the matters under discussion in the meeting of the Directors, such Director shall be deemed to have a personal interest in the matter. The terms "controlling" and "controlled" shall be interpreted in accordance with the Applicable Public Company Rules.

47.3 Notwithstanding anything to the contrary contained in this Article 47, a Director who has a personal interest in the matter under discussion at a meeting of the Directors, which may conflict with and impair the interest of the Company, shall not vote nor exercise voting rights on behalf of another Director; the voting right of such Director who cannot vote or exercise any voting right as prescribed above shall not be counted in the number of votes of Directors present at the board meeting.

47.4 Notwithstanding anything to the contrary contained in this Article 47, a Director who is engaged in anything on his own account or on behalf of another person, which is within the scope of the Company's business, shall explain to the Members in a general meeting the essential contents of such conduct and seek their approval by Supermajority Resolution.

48. Indemnification and Exculpation of Directors and Officers

48.1 The Directors and Officers of the Company and any trustee for the time being acting in relation to any of the affairs of the Company and every former director, officer or trustee and their respective heirs, executors, administrators, and personal representatives (each of which persons being referred to in this Article as an "indemnified party") shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and no indemnified party shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for

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any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud, dishonesty or breach of duties provided under Article 48.4 which may attach to any of the said persons.

48.2 The Company may purchase and maintain insurance for the benefit of any Director or Officer of the Company against any liability incurred by him in his capacity as a Director or Officer of the Company or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Director or Officer may be guilty in relation to the Company or any Subsidiary thereof.

48.3 To the extent permitted under the laws of the Cayman Islands, Members continuously holding one per cent (1%) or more of the total issued shares of the Company for six months or longer may send a written request to the Audit Committee to pass a resolution to authorise any Independent Director or Independent Directors, acting singly or collectively, to file a petition with the Taiwan Taipei District Court for and on behalf of the Company against any of the Directors. If within thirty days after receiving the above written request by the Member(s), the Audit Committee fails to pass the aforementioned resolution, or after the relevant resolution was passed by the Audit Committee, the relevant Independent Director(s) fail(s) to file such petition, such Member(s) may, to the extent permitted under the laws of the Cayman Islands, file a petition with the Taiwan Taipei District Court for and on behalf of the Company against the relevant Directors.

48.4 Without prejudice and subject to the general directors' duties that a Director owe to the Company and its shareholders under common law principals and the laws of the Cayman Islands, a Director shall perform his fiduciary duties of loyalty and due care of a good administrator in the course of conducting the Company's business, and shall indemnify the Company, to the maximum extent legally permissible, from any loss incurred or suffered by the Company arising from breach of his fiduciary duties. If a Director has made any profit for the benefit of himself or any third party as a result of any breach of his fiduciary duties, the Company shall, if so resolved by the Members by way of an Ordinary Resolution, take all such actions and steps as may be appropriate and to the maximum extent legally permissible to seek to recover such profit from such relevant Director. If a Director has, in the course of conducting the Company's business, violated any laws or regulations that causes the Company to become liable for any compensation or damages to any person, such Director shall become jointly and severally liable for such compensation or damages with the Company and if any reason such Director is not made jointly and severally liable with the Company, such Director shall indemnify the Company for any loss incurred or suffered by the Company caused by a breach of duties by such Director. The Officers, in the course of performing their duties to the Company, shall assume such duties and obligations to indemnify the Company in the same manner as if they are Directors.

MEETINGS OF THE BOARD OF DIRECTORS

Board Meetings
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49.1 Board meetings shall be convened by the Chairman, and the Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit.

49.2 For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, the Company shall hold regular meetings of the Board at least on a quarterly basis and such meetings shall be held in compliance with the Applicable Public Company Rules.

49.3 A resolution put to the vote at a meeting of the Board shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail.

49.4 The decision of the Company to not increase its investment in the Subsidiaries shall require the approval by a majority of the Directors at a meeting of the Board attended by two-thirds or more of the total number of the Directors.

49.5 The promulgation or amendment of any rules or management measures with respect to the Related Parties shall require the approval by a majority of the Directors at a meeting of the Board attended by all Independent Directors and two-thirds or more of the total number of the Directors and at such meeting, all Independent Directors shall be able to express their respective opinions on the promulgation or amendment of such rules or management measures.

50. Notice of Board Meetings

50.1 The Chairman may, and the Secretary on the requisition of the Chairman shall, at any time summon a meeting of the Board.

50.2 Before the shares are traded on the ESM or listed on the TPEx or the TSE, at least 48 hours prior notice shall be given for any meeting of the Board provided that in the case of urgent circumstances as agreed by a majority of the Directors, a meeting of the Board may be convened on short notice, or be held anytime after notice has been given to every Director or be convened without prior notice if all Directors agree. For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, to convene a meeting of the Board, a notice setting forth therein the matters to be considered and if appropriate, approved at the meeting shall be given to each Director no later than seven (7) days prior to the scheduled meeting date. However, in the case of emergency as agreed by a majority of the Directors, the meeting may be convened with a shorter notice period in a manner consistent with the Applicable Public Company Rules. For the purposes of this Article, a notice may be sent via electronic means if so agreed to by the Directors.

51. Participation in Meetings by Video Conference

Directors may participate in any meeting of the Board by means of video conference or other communication facilities, as permitted by the Applicable Law, where all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person

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at such meeting.

52. Quorum at Board Meetings

The quorum for a meeting of the Board shall be more than one-half of the total number of the Directors.

53. Board to Continue in the Event of Vacancy

The Board may act notwithstanding any vacancy in its number.

54. Chairman to Preside

The Chairman, if there be one, shall act as chairman at all meetings of the Board at which such person is present. In his absence a chairman shall be appointed or elected in accordance with the Applicable Public Company Rules.

55. Validity of Prior Acts of the Board

No regulation or alteration to the Articles made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made.

CORPORATE RECORDS

56. Minutes

The Board shall cause minutes to be duly entered in books provided for the purpose:

(a) of all elections and appointments of Officers;

(b) of the names of the Directors present at each meeting of the Board and of any committee appointed by the Board; and

(c) of all resolutions and proceedings of general meetings of the Members, meetings of the Board, meetings of managers and meetings of committees appointed by the Board.

57. Register of Mortgages and Charges

57.1 The Directors shall cause to be kept the Register of Mortgages and Charges required by the Law.

57.2 The Register of Mortgages and Charges shall be open to inspection by Members and creditors in accordance with the Law, at the Registered Office on every business day in the Cayman Islands, subject to such reasonable restrictions as the Board may impose, so that not less than two (2) hours in each such business day be allowed for inspection.

58. Form and Use of Seal

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58.1 The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors in that behalf; and, until otherwise determined by the Directors, the Seal shall be affixed in the presence of a Director or the Secretary or an assistant secretary or some other person authorised for this purpose by the Directors or the committee of Directors.

58.2 Notwithstanding the foregoing, the Seal may without further authority be affixed by way of authentication to any document required to be filed with the Registrar of Companies in the Cayman Islands, and may be so affixed by any Director, Secretary or assistant secretary of the Company or any other person or institution having authority to file the document as aforesaid.

58.3 The Company may have one or more duplicate Seals, as permitted by the Law; and, if the Directors think fit, a duplicate Seal may bear on its face of the name of the country, territory, district or place where it is to be issued.

TENDER OFFER AND ACCOUNTS

Tender Offer

For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, any public announcement in connection with any tender offer of the Company's shares shall be in compliance with the Applicable Public Company Rules, including but not limited to "Regulations Governing Public Tender Offers for Securities of Public Companies."

Books of Account

60.1 The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:

(a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;

(b) all sales and purchases of goods by the Company; and

Such books of account shall be kept for at least five (5) years from the date they are prepared.

60.2 Such records of account shall be kept and proper books of account shall not be deemed to be kept with respect to the matters aforesaid if there are not kept, at such place as the Board thinks fit, such books as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions.

60.3 The instruments of proxy, documents, forms/statements and information in electronic media prepared in accordance with the Articles and relevant rules and regulations shall be kept for at least one (1) year.

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However, if a Member institutes a lawsuit with respect to such instruments of proxy, documents, forms/statements and/or information mentioned herein, they shall be kept until the conclusion of the litigation if longer than one (1) year.

61. Financial Year End

Unless the Directors otherwise specify, the financial year of the Company:

(a) shall end on 31st December in the year of its incorporation and each following year; and
(b) shall begin when it was incorporated and on 1st January each following year.

AUDIT COMMITTEE

62. Number of Committee Members

2 For so long as the shares are listed on the TPEx or the TSE, the Board shall set up an Audit Committee. The Audit Committee shall comprise solely of Independent Directors and all Independent Directors shall be members of the Audit Committee. The number of committee members shall not be less than three (3). One 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 of the Audit Committee members shall have accounting or financial expertise. A valid resolution of the Audit Committee requires approval of one-half or more of all its members.

63. Powers of Audit Committee

63.1 The Audit Committee (if established) shall have the responsibilities and powers as specified under the Applicable Public Company Rules. Any of the following matters of the Company shall require the consent of one-half or more of all Audit Committee members and be submitted to the Board for resolution:

(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, extension of monetary loans to others, or endorsements or guarantees for others;
(d) any matter relating to the personal interest of the Directors;
(e) a material asset or derivatives transaction;
(f) a material monetary loan, endorsement, or provision of guarantee;
(g) the offering, issuance, or Private Placement of any equity-related securities;

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(h) the hiring or dismissal of an attesting certified public accountant, or the compensation given thereto;
(i) the appointment or discharge of a financial, accounting, or internal auditing officer;
(j) approval of annual and semi-annual financial reports (if applicable under the Applicable Public Company Rules); and
(k) any other matter so determined by the Company from time to time or required by any competent authority overseeing the Company.

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

63.2 Subject to the Applicable Law and to the extent permitted under the laws of the Cayman Islands, the Independent Directors of the Audit Committee shall supervise the execution of business operations of the Company, and may at any time or from time to time investigate the business and financial conditions of the Company, examine review or make copies of the accounting books and documents, and request the Board or officers to report on matters referred to above. Subject to the Applicable Law and to the extent permitted under the laws of the Cayman Islands, the Board may authorise any Independent Director of the Audit Committee to appoint on behalf of the Company, a practicing lawyer and independent auditors to conduct the examination.

63.3 The Audit Committee shall audit the various financial statements and records prepared by the Board for submission to the general meeting, and shall report their findings and opinions at such meeting.

63.4 Subject to compliance with the Law, before the Board resolves any matter specified in Article 28.1 or other mergers and acquisitions in accordance with the Applicable Law, the Audit Committee shall review the fairness and reasonableness of the relevant merger and acquisition plan and transaction, and report its review results to the Board and the general meeting; provided, however, that such review results need not be submitted to the general meeting if the approval of the Members is not required under the Applicable Law. When the Audit Committee conducts the review, it shall engage an independent expert to issue an opinion on the fairness of the share exchange ratio, cash consideration or other assets to be offered to the Members. The review results of the Audit Committee and the fairness opinion issued by the independent expert shall be distributed to the Members, along with the notice of the general meeting; provided, however, that the Company can only report matters relating to such merger and acquisition at the next following general meeting if the approval of the Members is not required under the Applicable Law. Such review results and fairness opinion shall be deemed to have been distributed to the Members if the same have been uploaded onto the website designated by the Taiwan securities authority and made available to the Members for their inspection and review at the venue of the general meeting.

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VOLUNTARY DISSOLUTION AND WINDING-UP

64. Voluntary Dissolution and Winding-Up

64.1 The Company may be voluntarily wound-up in accordance with Article 12.4.

64.2 If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution, divide amongst the Members in specie or in 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 Members or different classes of Members subject to the Applicable Law. The liquidator may, with the like sanction, vest the whole or any part of such assets in the trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any liability.

CHANGES TO CONSTITUTION

65. Changes to Articles

Subject to the Law and to the conditions contained in its Memorandum, the Company may, by Special Resolution, alter or add to its Articles.

LITIGIOUS AND NON-LITIGIOUS AGENT

66. Appointment of Litigious and Non-Litigious Agent

For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, the Company shall appoint a Litigious and Non-Litigious Agent pursuant to the Applicable Law to act as the Company's responsible person in the ROC under the Securities and Exchange Law of the ROC to handle matters stipulated in the Securities and Exchange Law of the ROC and the relevant rules and regulations thereto. The Litigious and Non-Litigious Agent shall be an individual who has a residence or domicile in the ROC.

OTHERS

67. ROC Securities Laws and Regulations

For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, the qualifications, composition, appointment, removal, exercise of functions and other matters with respect to the Directors, Independent Directors, Compensation Committee and Audit Committee which are required to be followed by the Company shall comply with the applicable ROC securities laws and regulations.

68. Delisting Resulted from Certain Events

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If the Company proposes to undertake:

(a) a merger or consolidation which will result in the Company being dissolved;
(b) a sale, transfer or assignment of all of the Company's assets and businesses to another entity;
(c) a Share Swap; or
(d) a Spin-off,

which would cause or result in the delisting of the Company from the TSE or the TPEx, and where (in the case of (a) above) the surviving entity, (in the case of (b) above) the transferee, (in the case of (c) above) the entity whose shares has been allotted in exchange for the Company's shares and, (in the case of (d) above) the existing or newly incorporated spun-off company is not a listed company on the TSE or the TPEx, then in addition to any requirements to be satisfied under the Law, such action shall be first approved at a general meeting by a resolution passed by members holding two-thirds or more of the votes of the total number of issued shares of the Company.

69. Social Responsibilities

When the Company conducts the business, the Company shall comply with the laws and regulations as well as business ethics and shall take actions which will promote public interests in order to fulfill its social responsibilities.

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Appendix III

JPP Holding Company Limited Shareholdings of All Directors

Book closure date: 04 20, 2025

Position	Name	Current shareholding
		Shares	Shareholding ratio (%)
Director	HO SHENG HOLDINGS CO., LTD.	6,878,599	13.00
Director	POWELL GROUP CO., LTD.	5,280,835	9.99
Director	BELIEVING POWER CO., LTD.	4,311,339	8.15
Director	Mr. Wang Chia-Nan	193,911	0.38
Independent Director	Mr. Chen Shih-Chin	0	0
Independent Director	Mr. Lai Chen-Chu	0	0
Independent Director	Mr. Li Chou-Wei	0	0
Total		16,664,684	31.51

Note 1: Total Issued shares: 52,892,683 shares on 04/20/2025 (book closure date).
Note 2: The minimum required combined shareholding of all directors by law: 3,600,000 shares
The combined shareholding of all directors on the book closure date: 16,664,684 shares
Note 3: The shares held by independent directors shall not be counted in the calculation of directors' shareholdings.

AI assistant

jpp — AGM Information 2026

52470_rns_2026-05-14_e8787e9b-58bc-49ea-a8ea-98e25fde514f.pdf

JPP Holding Company Limited

The Handbook of Annual Shareholders Meeting 2025

Agenda of Annual Shareholders Meeting

1. Chairman's Address:

2. Report Items:

3. Proposals and Discussion

Report Items

1. 2025 Business Report

2. Audit Committee's Review of the 2025 Annual final accounting books and statements

3. Report on 2025 employees' and directors' remuneration

Explanatory Notes:

4. Report on the dividend distribution 2025 of the Company

Explanatory Notes:

Proposals and Discussion

1. Proposed by the Board

Proposal:

Explanatory Notes:

Business Report

The Audit Committee Review Report

Audit Committee’s Review Report

THE CONSOLIDATED FINANCIAL STATEMENTS OF 2025

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matters

Occurrence of Revenue Recognition

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

CONSOLIDATED BALANCE SHEETS

JPP HOLDING COMPANY LIMITED AND SUBSIDIARIES

JPP HOLDING COMPANY LIMITED AND SUBSIDIARIES

JPP HOLDING COMPANY LIMITED AND SUBSIDIARIES

JPP HOLDING COMPANY LIMITED AND SUBSIDIARIES

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

JPP HOLDING COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

JPP Holding Company Limited

JPP Holding Company Limited

JPP Holding Company Limited

Rules of Procedure for Shareholder Meetings

ELEVENTH AMENDED AND RESTATED MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

JPP HOLDING COMPANY LIMITED

ELEVENTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF

SHARES

2. Power to Issue Shares

5. Share Certificates

6. Preferred Shares

REGISTRATION OF SHARES

7. Register of Members

8. Registered Holder Absolute Owner

9. Transfer of Registered Shares

10. Transmission of Registered Shares

ORDINARY RESOLUTION, SPECIAL RESOLUTION AND SUPERMAJORITY RESOLUTION

11. Alteration of Capital

12. Special Resolution and Supermajority Resolution

13. Variation of Rights Attaching to Shares

DIVIDENDS AND CAPITALISATION

14. Dividends

15. Capital Reserve and Power to Set Aside Profits

16. Method of Payment

17. Capitalisation

MEETINGS OF MEMBERS

18. Annual General Meetings

19. Extraordinary General Meetings

22. Postponement of General Meeting

23 Quorum and Proceedings at General Meetings

26. Proxies

30. Voting by Joint Holders of Shares

31. Representation of Corporate Member

32. Adjournment of General Meeting

33. Directors Attendance at General Meetings

Removal of Directors

Vacation of Office of Director

jpp AGM Information 2026