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KINSUS AGM Information 2020

Jul 23, 2020

52304_rns_2020-07-23_7a13736f-f2fd-4ba2-851e-059fd89eb16b.pdf

AGM Information

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Stock Code: 3189

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

KINSUS INTERCONNECT TECHNOLOGY CORP.

Handbook for the 2020 Annual Meeting of Shareholders

Meeting Date: May 28[th] , 2020

Place: No. 1245, ZhongHua Rd., XinWu Dist., Taoyuan City (i.e. Kinsus Shih-Lei plant staff cafeteria)

1

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Table of Contents


I. Meeting Procedure…………………………………………………………….
II. Meeting Agenda………………………………………………………………
1. Items to be reported……………………………………………………………………….
2. Items to be approved………………………………………………………………………
3. Items to be discussed and resolved by shareholders……………….……
4. Questions and Motions……………………………………………………………..
III. Attachment
1. The 2019 Business Report…………………………………………………………….....
2. Audit Committee’s Review Report……………………………………………………….
3. The 2019 financial statements accompanied with an audit report…………….....……….
4. The distribution schedule of 2019 earnings……………………….…………………
5. Comparison for amendment to Articles of Incorporation…..……………………………...
6. Comparison for amendment to Practice Guidance for Loaning to Others.……….…………
7. Comparison for amendment to Practice Guidance for Providing Endorsement /Guarantee.
IV. Reference
1. Rules of Procedure for Shareholder Meetings………………………………………..
2. Articles of Incorporation …………………………………………………………………
3.Practice Guidance for Loaning to Others……………………………………..………
4.Practice Guidance for Providing Endorsement /Guarantee………………………………
5. Current Shareholding by Directors……………………………………..……………......
6. Other Information………………………………………………………………………...
Page
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3
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4
4
6
9
10
31
32
35
38
41
44
50
53
57
58

1

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Kinsus Interconnect Technology Corp.

Procedure for the 2 020 Annual Meeting of Shareholders

  • I. Chairperson Declares the Starting of the Meeting

  • II. Chairperson’s Opening Statements

  • III. Items To Be Reported

  • IV. Items To Be Approved

  • V. Items To Be Discussed and Resolved

  • VI. Other Questions and Motions

  • VII. Adjournment

1

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Kinsus Interconnect Technology Corp.

Agenda for the 2020 of Annual Meeting of Shareholders

Time: 9:00 a.m., May 28[th] (Wednesday), 2020

Place: No. 1245, ZhongHua Rd., XinWu Dist., Taoyuan City (Kinsus Shih-Lei plant staff cafeteria)

  • I. Chairperson Declares the Starting of the Meeting

  • II. Chairperson’s Opening Statements

  • III. Items To Be Reported

  • 2019 Business Report

  • Audit Committee’s Review Report on the 2019 Financial Statements

  • The Distribution of 2019 Profits.

  • IV. Items To be Approved

  • To approve 2019 Business Report, Consolidated Financial Statements and Parent-companyonly Financial Statements (Proposed by the Board of Directors)

  • To approve the proposal for 2019 earnings distribution (Proposed by the Board of Directors)

  • V. Items to Be Discussed and Resolved

  • To Amend the Company’s Article of Incorporation (Proposed by the Board of Directors)

  • To Amend the Company’s Practice Guidance for Loaning to Others.(Proposed by the Board of Directors)

  • To Amend the Company’s Practice Guidance for Providing Endorsement /Guarantee.

  • (Proposed by the Board of Directors)

  • VI. Other Questions and Motions

  • VII. Adjournment

2

I. Items To Be Reported

  1. The 2019 Business Report

Explanatory Notes: Please refer to Attachment I. (Page 6 to 8)

  1. Audit Committee’s Review Report on the 2019 Financial Statements

Explanatory Notes: Please refer to Attachment II. (Page 9)

  1. To report the 2019 Earnings Distribution of dividends.

Explanatory Notes:

  • a. Based on the Company’s Article of Incorporation, article24-1, authorize the Company’s board of directors has resolved to pay out cash dividend NT$1 per share in amount of NT$451,039,005.

  • b. Please include in other income of the company, if too trivial to one NT dollar, to specific shareholders. The measurement date will be decided by the Board of Directors under the authorization.

  • c. Please authorize the Board of Directors to adjust, in good faith, the ratio of dividend per share, based on the shares outstanding on the record date for distribution, to the extent of no change in the resolved total amount to be distributed to shareholders

II. Items To Be Approved

  1. To approve 2019 Business Report, Consolidated Financial Statements and ParentCompany-Only Financial Statements (Proposed by the Board of Directors)

Explanatory Notes:

  • a. The Company’s Business Report, Consolidated Financial Statements and ParentCompany-Only Financial Statements have been reviewed by Audit Committee and hereby proposed for the shareholders’ approval. Among these documentations, the Parent-Company-Only Financial Statements and Consolidated Financial Statements have been audited by Ernst & Young.

  • b. For details, please refer to page 6-8 of Attachment I and page 10-30 of Attachment III to the Meeting Handbook.

Resolution:

  1. To approve the proposal for 2019 earnings distribution (Proposed by the Board of Directors)

3

Explanatory Notes:

  • a. The Company makes the earnings distribution in accordance with its Articles of Incorporation based on total distributable earnings of NT$10,799,959,534, composed of 2019 net loss of NT$(2,025,332,039), other comprehensive income of actuarial loss from defined benefit plans of NT$(4,727,347), employee restricted share adjusted amount of NT$297,657, special reserve of NT$(83,020,969) and prior years' unappropriated earnings of NT$12,912,742,232.

  • b. The 2019 earnings distribution table is shown in Attachment IV (page 31) to the Meeting Handbook for reference.

Resolution:

III. Items To Be Discussed and Resolved

  1. Amendment to the Articles of Incorporation (Proposed by the Board of Directors)

Explanatory Notes: The Amendment is based on the Company’s operating need, and for comparison for amendment to the Article of Incorporation, please refer to Attachment V (Page 32-34).

Resolution:

  1. Amendment to the Company’s Practice Guidance for Loaning to Others. (Proposed by the Board of Directors)

Explanatory Notes: The Company amended “the Practice Guidance for Loaning to Others” in compliance with the order of Financial-Supervisory-Securities-Auditing1080304826 of the Financial Supervisory Commission announced on March 7th, 2019. For comparison table, please refer to Attachment VI. (Page 35-37).

Resolution:

  1. Amendment to the Company’s Practice Guidance for Providing Endorsement /Guarantee. (Proposed by the Board of Directors)

Explanatory Notes: The Company amended “the Practice Guidance for Providing Endorsement/Guarantee” in compliance with the order of Financial-SupervisorySecurities-Auditing-1080304826 of the Financial Supervisory Commission announced on March 7th, 2019. For comparison table, please refer to Attachment VII (Page 38-40).

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Resolution:

IV. Other Questions and Motions

V. Adjournment

5

Attachment I

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

2019 Business Report

1. 2019 Business Report

According to the IMF's forecast of global GDP growth at the beginning of 2019, although global economic growth slowed to 3.2% compared to 2018 (GDP growth of 3.6%), it remains in a growth trend. Semiconductor industry leader TSMC is relatively optimistic regarding the overall growth that is expected to reach 5-6% of the semiconductor industry in 2019. The prediction mainly resulted from the rapid deployment of 5G communications and the popularization of terminal devices and the growth of data centers and high-speed computing driven by AI artificial intelligence. The growth of these products is very significant for the driving force of the

semiconductor industry. The IC carrier board’s driving force is reflected in the speed of the copper foil substrate material, the increase in the number of carrier board layers, and the larger carrier board area. It can be regarded as a reversal era for the IC carrier board industry.

Since May 2019, the United States stepped up its trade war with China and announced the Entity List that banned the sale of Huawei. The trade war affected the global technology industry overall and the demand for semiconductors and the product industry chain have gradually been divided into two major systems

At the beginning of 2019, it was estimated to deploy as high as 350,000 units of 5G base for the whole year. The popularity and penetration of 5G base stations are the source of all subsequent applications and terminal products. For IC carrier companies’ driving force is shown in ABF carrier boards, FC-CSP carrier boards, and memory carrier boards, and the opportunities for SiP and AiP in the future. However, the trade war has dropped down the number of new 5G base stations around the world, much lower than the estimate at the beginning of the year.

The US-China trade and technology conflict has decreased the overall demand for semiconductor products and changed the product content (IC and other components) supply chain relationship, as well as the progress of 5G and AI technology development. The impacts include:

  • a. China puts more emphasis on the ability of independent development of semiconductor products and local production capacity.

  • b. The European and American technology industries have gradually strengthened the blockade against China, so as to slow down that China get ahead in technology.

  • c. The overall 5G communication process is postponed, and the transition products of the Sub-6 frequency band enter the market quickly in advance.

  • d. The progress of AI and autonomous driving continues decelerate, but the development of "edge computing" has accelerated.

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Kinsus encountered headwinds in market changes, and product and supply chain changes in 2019. Although its performance was not as expected, the Company has made rapid adjustments and will do its best to improve the performance in 2020.

The Company’s revenue in parent-company-only basis totaled to NT$16,116,157 thousand in 2019, decreased by 6.45% compared to NT$17,228,031 thousand in 2018. Net loss in parent-companyonly basis was NT$(2,025,332) thousand in 2019, decreased by 679.52% compared to NT$349,485 thousand in 2018. The Company’s consolidated revenue totaled to NT$22,327,410 thousand in 2019, decreased by 5.90% compared to NT$23,727,929 thousand in 2018. The consolidated net loss was NT$(1,947,268) thousand in 2019, decreased by 573.74% compared to NT$411,040 thousand in 2018.The decline in operating profit and net income mainly caused by lower ratio of utilization in Xinfeng Factory.

(In Thousands of New Taiwan Dollars Except for Earnings Per Share)

Account
(Inparent-company-onlybasis)
2019 2018 Growth Rate
(%)
Operatingrevenues 16,116,157
17,228,031

-6.45%
Grossprofit 1,106,605
3,615,434

-69.39%
Operatingincome(loss) (1,917,952)
346,545

-653.45%
Pre-tax income(loss) (2,025,681)
422,468

-579.49%
Net income(loss) (2,025,332)
349,485

-679.52%
Earnings(loss) per share(in NT$) (4.52) 0.78
(In Thousands of New Taiwan Dollars Except for Earnings Per Share) (In Thousands of New Taiwan Dollars Except for Earnings Per Share) (In Thousands of New Taiwan Dollars Except for Earnings Per Share) (In Thousands of New Taiwan Dollars Except for Earnings Per Share)
Account
(In consolidated basis)
2019 2018 Growth Rate
(%)
Operatingrevenues 22,327,410
23,727,929

-5.9%
Grossprofit 2,760,739
5,386,502

-48.72%
Operatingincome(loss) (1,650,225)
791,650

-308.45%
Pre-tax income(loss) (1,846,258)
710,522

-359.85%
Net income(loss) (1,947,268)
411,040

-573.74%
Net income/loss attributable to:
Shareholders of theparent (2,025,332)
349,485
Non-controllinginterests 78,064
61,555
Earnings(loss) per share(In NT$) (4.52)
0.78

2. Summary of 2020 business plan:

(1)Business Policy

Since the Company’s establishment, we have been upholding the principle of “Satisfying Customers and Pursuing for Excellence” as our business policy, developing leadership in technique to meet market demand, mastering new generation product demands, investing

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engineering resources to stay ahead, and striving for better profit to benefit our shareholders under the intense competition.

The IC substrates industry has entered a highly complex product portfolio and structure. Competitive technologies such as Fan-Out WLP have grown rapidly. The Company's R&D department is developing higher-accumulation packaging/assembly substrates, such as SiP modules, integrate antenna modules, CPU/memory multi-chip Wafer substrates, or even soft board modules, and expand the technology capabilities of the substrate industry for many years to create higher value for customers.

(2)2020 Expected Sales and Its Sources

Several foreign-funded and international research advisory agencies predict that global economic growth will recovery in 2020 compared to 2019. The products with more obvious growth trends include 5G base station related chips and AI related Massive connection and Ultralow latency. Furthermore, Power management, Fingerprint identification, Image sensor Chip CIS and Driver IC are growing with more certain 5G peripheral applications

  • (3)Significant Production and Marketing Policy

  • A. Continue investing in R&D resources, developing both micro-wire and slim-film processes, providing customers with solutions for 5nm wafer process and multi-chip package modules.

  • B. Expanding the capacity of ABF FC-BGA substrate to match the long-term needs of 5G and AIoT.

  • C. Adjust the production capacity and production equipment of each plant to achieve the 2020 operating plan.

3. Company development strategy

We will aim at application of slim substrates of ABF-FCBGA and memory and the techniques and products of SiP module and Wafer module in short-term, keeping up with the elemental global semiconductor developing trend of continuously miniature line width, aperture, and thickness in medium term, and developing complicated structural technique of active/passive components and direct wafer bonding in long term. By these development strategies, we are confident that the Company will definitely sustain our competitiveness in product market as well as in the technique.

Chairman:

CEO:

Chief Accountant:

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Attachment II

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Kinsus Interconnect Technology Corp.

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2019 Business Report, Consolidated Financial Statements, Parent-company-only Financial Statements and the proposal for distribution of earnings. Among these documentation, the financial statements have been audited by the auditors, Ernst & Young, and the audit reports relating to the Financial Statements have been granted. The Business Report, Financial Statements, and earnings distribution proposal have been reviewed and determined to be fairly presented by the Audit Committee members of Kinsus Interconnect Technology Corp. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit the review report to the Company’s shareholders.

Kinsus Interconnect Technology Corp.

Chairman of the Audit Committee: Chung-Pao Hwang

February 10[th] , 2020

9

Attachment III

English Translation of an Audit Report Originally Issued in Chinese INDEPENDENT AUDITORS’ REPORT

To: The Board of Directors and Shareholders of Kinsus Interconnect Technology Corp.

Opinion

We have audited the accompanying parent-company-only balance sheets of Kinsus Interconnect Technology Corp. (the “Company”) as of December 31, 2019 and 2018, and the related parentcompany-only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent-company-only financial statements, including the summary of significant accounting policies (together referred as “the parent-company-only financial statements”).

In our opinion, based on the results of our audits and the report of other auditors (please refer to the - Other Matter Making Reference to the Audit of a Component Auditor section of our report), the parent-company-only financial statements referred to above present fairly, in all material respects, the parent-company-only financial position of the Company as of December 31, 2019 and 2018, and their parent-company-only financial performance and cash flows for the years then ended, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent-Company-Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditor(s), 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 the most significance in our audit of parent-company-only financial statements for the year ended December 31, 2019. These matters were addressed in the context of our audit of the parent-company-only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters..

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Revenue Recognition

We determine that revenue recognition is one of the key audit matters. The Company’s revenue amounting to NT$16,116,157 thousand for the year ended December 31, 2019 is a significant account to the Company’s financial statements. The Company has conducted these sale activities in multimarketplace, including Taiwan, China, USA, etc. Among these locations, the Company has established hub-warehouse for certain foreign customers’ convenience. Furthermore, the timing of fulfilling performance obligation needs to be determined based on varieties of sale terms and conditions enacted in the main sale contracts or sale orders. Our audit procedures therefore include, but not limit to, evaluating the properness of accounting policy for revenue recognition, assessing and testing the effectiveness of relevant internal controls related to revenue recognition sampling-test of details, including obtaining major sale orders or agreements to inspect the terms and conditions, checking the consistency of the fulfillment timing, and performance obligation for revenue recognition from foreign warehouses with sale agreement or orders, performing analytical review procedures on monthly sale revenues, executing sale cut-off tests, etc. We have also evaluated the appropriateness of the related disclosure in Notes 4 and 6 to the parent-company-only financial statements.

Market valuation on Inventory

We determine the market valuation on inventory is one of the key audit matters in considering that the amount of inventory was significant and the assessment of sufficiency of inventory loss requires significant management judgement. The Company’s net inventory amounted to NT$1,419,518 thousand as of December 31, 2019. As the application market of substract, the Company’s main products, is characterized by rapid development in technology and the trend of consumers’ preference, management, in timely considering the status of new products development and the demand from clients, has to evaluate the loss due to market value decline as well as write-down on slow-moving inventories to their net realizable value. Our audit procedures therefore include, but not limit to, evaluating the Company’s policy with respect to assessment the loss from slow-moving inventory and phased-out items, (including identification method, testing the accuracy of inventory aging schedule, analysis on inventory movement), performing observation on the Company’s inventory physical-taking, and inspecting the current status of inventory usage, etc. We also assessed the adequacy of the inventory-related disclosures shown in the Notes 5 and 6 to the parent-company-only financial statements.

Other Matter – Making Reference to the Audit of a Component Auditor

We did not audit the financial statements of FuYang Technology Corp., an indirectly invested associate accounted for under the equity method by the Company. The financial statements of FuYang Technology Corp. as of December 31, 2019 and 2018, and for the years then ended were audited by

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other auditors, whose reports thereon have been furnished to us. Our audit, insofar as it related to the investment in the associate accounted for under the equity method amounting to NT$538,259 thousand and NT$735,275 thousand as of December 31, 2019 and 2018 representing 1.55% and 2.03% of the Company’s total assets, the related shares of income before tax from the associate under the equity method for the year then ended amounting to NT$(192,908) thousand and NT$(99,606) thousand representing 9.52% and (23.58)% of the Company’s income before tax, and the related shares of other comprehensive income from the associate under the equity method for the years then ended amounting to NT$(4,108) thousand and NT$12,346 thousand representing 4.68% and (47.45)% of the other comprehensive income, are based solely on the audit reports of other auditors.

Responsibilities of Management and Those Charged with Governance for the Parent-CompanyOnly Financial Statements

Management is responsible for the preparation and fair presentation of the parent-company-only financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent-company-only financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditor’s Responsibilities for the Audit of the Parent-Company-Only Financial Statements

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

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

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

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

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

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

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

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent-company-only financial statements. We are responsible for the direction, supervision and performance of the company 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.

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2019 parent-company-only financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Hong, Mao-Yi

Cheng, Ching-Piao

Ernst & Young February 10[th] , 2020 Taipei, Taiwan, Republic of China

Notice to Readers

The accompanying parent-company-only financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China on Taiwan and not those of any other jurisdictions. The standards, procedures and practice to audit such financial statements are those generally accepted and applied in the Republic of China on Taiwan.

Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation

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    • English Translation of Parent Company Only Financial Statements Originally Issued in Chinese Kinsus Interconnect Technology Corp.

Parent-Company-Only Balance Sheets As of December 31, 2019 and 2018

(Amounts Expressed in Thousands of New Taiwan Dollars)

Assets Assets Assets 2019 2019 2018 2018
Code Accounts Notes Amount % Amount %
1100
1110
1136
1150
1170
1180
1200
1210
1310
1410
1470
11XX
1550
1600
1780
1840
1915
1995
15XX
1XXX
Current assets
Cash and cash equivalents
Financial assets at fair value through profit or loss
Financial assets measured at amortized cost
Notes receivable, net
Accounts receivable, net
Accounts receivable - related parties, net
Other receivables
Other receivables - related parties
Inventories, net
Prepayments
Other current assets
Total current assets
Non-current assets
Investment accounted for under equity method
Property, plant and equipment, net
Intangible assets, net
Deferred tax assets
Prepayment for equipment
Other non-current assets
Total non-current assets
Total Assets
4, 6(1)
4, 6(2)
4, 6(3)
4, 6(4)
4, 6(5)
4, 6(5), 7
7
4, 6(6)
4, 6(7)
4, 6(8), 9
4, 6(9)
4, 6(26)
4, 6(8), 9
6(10)
$8,768,832
1,010,888
423,057
4,917
2,702,180
151
309,398
241,487
1,419,518
123,899
49,896
15,054,223
4,185,728
14,264,988
20,987
9,593
1,242,953
7,760
19,732,009
$34,786,232
25
3
1
-
8
-
1
1
4
-
-
43
12
41
-
-
4
-
57
100
$8,709,305
1,005,335
423,057
241
2,765,195
1,131
232,701
31,727
1,918,295
128,195
50,504
15,265,686
4,021,997
14,898,668
4,777
9,593
1,972,157
3,787
20,910,979
$36,176,665
24
3
1
-
8
-
1
-
5
-
-
42
11
41
-
-
6
-
58
100

(The accompanying notes are an integral part of the parent-company-only financial statements.)

15

- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp.

Parent-Company-Only Balance Sheets (Continued) As of December 31, 2019 and 2018

(Amounts Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity Liabilities and Equity Liabilities and Equity 2019 2019 2018 2018
Code Accounts Notes Amount % Amount %
2100
2130
2150
2170
2180
2200
2230
2300
2365
21XX
2540
2570
2600
25XX
2XXX
3100
3110
3200
3300
3310
3320
3350
3400
3500
3XXX
Current liabilities
Short-term loans
Contract liability
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Current income tax liabilities
Other current liabilities
Refund liability
Total current liabilities
Non-current liabilities
Long-term loans
Deferred tax liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities
Capital
Common stock
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other components of equity
Treasury Stock
Total equity
Total liabilities and equity
6(11)
4, 6(20)
7
6(12), 7
4, 6(26)
6(13)
6(14)
6(15)
4, 6(26)
4, 6(16), 6(17)
6(18)
6(18)
6(18)
6(18)
$2,767,987
1,752
33,445
1,235,140
240,392
1,805,716
134,566
1,078,459
7,393
7,304,850
1,888,053
537
25,771
1,914,361
9,219,211
4,510,738
6,637,742
3,647,505
100,384
10,882,980
(211,996)
(332)
25,567,021
$34,786,232
8
-
-
4
2
5
-
3
-
22
5
-
-
5
27
13
19
11
-
31
(1)
-
73
100
$2,136,671
1,082
38,326
1,336,203
163,500
1,947,831
140,435
594,000
12,300
6,370,348
1,998,125
886
25,156
2,024,167
8,394,515
4,508,410
6,140,942
3,612,556
77,677
13,646,659
(203,356)
(738)
27,782,150
$36,176,665
6
-
-
4
1
5
-
2
-
18
6
-
-
6
24
12
17
10
-
38
(1)
-
76
100

(The accompanying notes are an integral part of the parent-company-only financial statements.)

16

- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese Kinsus Interconnect Technology Corp.

Parent-Company-Only Statements of Comprehenstve Income For the Years Ended December 31, 2019 and 2018

(Amounts Expressed in Thousands of New Taiwan Dollars, Except Earnings Per Share)

Code Accounts Notes 2019 2019 2018 2018
Amount % Amount %
4000
5000
5900
6000
6100
6200
6300
6450
6900
7000
7010
7020
7050
Operating revenues
Operating costs
Gross profit
Operating expenses
Selling
General and administrative
Research and development
Expected credit gains (losses)
Operating expenses total
Operating income (loss)
Non-operating income and expenses
Other income
Other gains and losses
Finance costs
Share of profit or loss of subsidiaries, associates and joint ventures
Non-operating income and expense total
Income (loss) before income tax
Income tax expense (benefit)
Net income (loss)
Other comprehensive income (loss)
Item that not be reclassified subsequently to profit or loss
Actuarial gain (loss) on defined benefit plans
Items that may be reclassified subsequently to profit or loss
Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures
Total other comprehensive income, net of tax
Total comprehensive income (loss)
Earnings (losses) per share - basic (in NT$)
Earnings (losses) per share - diluted (in NT$)
4, 6(20), 7
7
7
4, 6(21)
6(24), 7
6(24), 7
6(24)
4, 6(26)
6(25)
6(27)
6(27)
$16,116,157
(15,009,552)
1,106,605
(744,742)
(858,030)
(1,424,442)
2,657
(3,024,557)
(1,917,952)
161,391
15,248
(76,884)
(207,484)
(107,729)
(2,025,681)
349
(2,025,332)
(4,727)
(83,021)
(87,748)
$(2,113,080)
$(4.52)
$(4.52)
100
(93)
7
(5)
(5)
(9)
-
(19)
(12)
1
-
-
(1)
-
(12)
-
(12)
-
-
-
(12)
$17,228,031
(13,612,597)
3,615,434
(595,067)
(931,815)
(1,738,225)
(3,782)
(3,268,889)
346,545
205,701
10,469
(64,432)
(75,815)
75,923
422,468
(72,983)
349,485
(3,312)
(22,706)
(26,018)
$323,467
$0.78
$0.78
100
(79)
21
(3)
(6)
(10)
-
(19)
2
1
-
-
-
1
3
(1)
2
-
-
-
2
7070
7900
7950
8200
8300
8310
8311
8360
8370
8500
9750
9850

(The accompanying notes are an integral part of the parent-company-only financial statements.)17

English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp.

Parent-Company-Only Statements of Changes in Equity

For the Years Ended December 31, 2019 and 2018

(Amounts Expressed in Thousands of New Taiwan Dollars)

Items Capital Capital
Surplus
Retained Earnings Retained Earnings Other Components of equity Other Components of equity Treasury
Stock
Total
Equity
Legal
Reserve
Special
Reserve
Unappropriated
Earnings
Exchange differences
arising on translation
of foreign operations
Unearned Employee
Benefit
Code 3100 3200 3310 3320 3350 3410 3490 3500 3XXX
A1
B1
B3
B5
C7
D1
D3
D5
T1
A1
B1
B3
B5
C7
D1
D3
D5
T1
Z1
Balance as of January 1, 2018
Appropriation and distribution of 2017 earnings:
Legal reserve
Special reserve
Cash dividends - common shares
Change in associates and joint ventures accounted for using equity method
Net income for 2018
Other comprehensive income (loss) for 2018
Total comprehensive income (loss)
Employee restricted shares for cancellation and others
Balance as of December 31, 2018
Appropriation and distribution of 2018 earnings:
Legal reserve
Special reserve
Cash dividends - common shares
Change in associates and joint ventures accounted for using equity method
Net loss for 2019
Other comprehensive income (loss) for 2019
Total comprehensive income (loss)
Employee restricted shares for cancellation and others
Balance as of December 31, 2019
$4,460,000
-
48,410
4,508,410
-
2,328
$4,510,738
$5,956,519
(845)
-
185,268
6,140,942
491,065
-
5,735
$6,637,742
$3,563,389
49,167
-
3,612,556
34,949
-
$3,647,505
$613
77,064
-
77,677
22,707
-
$100,384
$14,095,717
(49,167)
(77,064)
(669,000)
349,485
(3,312)
346,173
13,646,659
(34,949)
(22,707)
(676,261)
(2,025,332)
(4,727)
(2,030,059)
297
$10,882,980
$(77,677)
(22,706)
(22,706)
(100,383)
(83,021)
(83,021)
$(183,404)
$-
-
(102,973)
(102,973)
-
74,381
$(28,592)
$-
-
(738)
(738)
-
406
$(332)
$27,998,561
-
-
(669,000)
(845)
349,485
(26,018)
323,467
129,967
27,782,150
-
-
(676,261)
491,065
(2,025,332)
(87,748)
(2,113,080)
83,147
$25,567,021

(The accompanying notes are an integral part of the parent-company-only financial statements.)

NOTE: The employees' bonuses of NT$55,074 thousand and the directors' and supervisors' remuneration of NT$3,352 thousand for the year ended December 31, 2018 had been deducted from comprehensive income for the year ended December 31, 2018.

18

English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp.

Parent-Company-Only Statements of Cash Flows

For the Years Ended December 31, 2019 and 2018

(Amounts Expressed in Thousands of New Taiwan Dollars)

Code Items 2019 2018 Code Items 2019 2018
AAAA
A10000
A20000
A20010
A20100
A20200
A20300
A20400
A20900
A21200
A21900
A22300
A22500
A30000
A31110
A31130
A31150
A31160
A31180
A31190
A31200
A31230
A31240
A32125
A32130
A32150
A32160
A32180
A32230
A32240
A32990
A33000
A33200
A33300
A33500
AAAA
Cash flows from operating activities:
Net income (loss) before tax
Adjustments:
Profit or loss not effecting cash flows:
Depreciation
Amortization
Expected credit losses (gain on recovery)
Net loss (gain) of financial assets (liabilities) at fair value through profit or loss
Interest expense
Interest income
Share of profit or loss of subsidiaries, associates and joint ventures
Gain on disposal of property, plant and equipment
Changes in operating assets and liabilities:
Financial Assets at fair value through profit or loss
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivable
Other receivable - related parties
Inventories
Prepayment
Other current assets
Contract liabilities
Notes payable
Accounts payable
Accounts payable - related parties
Other payable
Other current liabilities
Net defined benefit liability
Refund liability
Cash generated from operations
Interest received
Interest paid
Income tax paid
Net cash provided by (used in) operating activities
Cost of share based payment
$(2,025,681)
3,236,018
31,765
(2,657)
(5,553)
76,884
(49,256)
80,477
207,484
(12,942)
-
(4,676)
65,672
980
(76,214)
(209,760)
498,777
4,296
608
670
(4,881)
(101,063)
76,892
(53,118)
5,887
(4,112)
(4,907)
$422,468
2,974,964
18,663
3,782
(5,200)
64,432
(47,973)
82,525
75,815
(724)
410,081
1,515
(386,756)
(177)
(75,788)
(20,071)
(662,697)
85,566
(2,769)
1,082
(3,361)
4,786
(38,477)
(122,275)
(1,786)
(4,118)
12,300
BBBB
B02700
B02800
B03800
B04500
BBBB
CCCC
C00100
C01600
C01700
C03000
C04500
C04600
CCCC
EEEE
E00100
E00200
Cash flows from investing activities:
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Acquisition of intangible assets
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Increase in (repayment of) short-term loans
Increase in long-term loans
Repayment of long-term loans
Decrease in guarantee deposits received
Payment of cash dividends
Issuance of common stock for cash
Net cash provided by (used in) financing activities
Net Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
(2,405,606)
491,285
(3,973)
(47,975)
(2,916,134)
9,463
99
(10,644)
(2,917,216)
(126,446)
1,200,000
(290,087)
(2,000)
(669,000)
48,410
160,877
(88,661)
8,797,966
$8,709,305
(1,966,269)
631,316
1,036,000
(667,500)
-
(676,261)
5,985
329,540
59,527
8,709,305
$8,768,832
1,731,590 2,785,807
48,773
(78,238)
(5,869)
48,057
(61,219)
(104,967)
1,696,256 2,667,678

(The accompanying notes are an integral part of the parent-company-only financial statements.)

19

English Translation of Financial Statements and a Report Originally Issued in Chinese

MANAGEMENT REPRESENTATION LETTER

The entities that are required to be included in the combined financial statements of Kinsus Interconnect Technology Corp. as of December 31, 2019 and for the year then ended under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard No. 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Kinsus Interconnect Technology Corp. and Subsidiaries do not prepare a separate set of combined financial statements.

Very truly yours,

Kinsus Interconnect Technology Corp.

By

Guo, Ming-Dong Chairman February 10[th] , 2020

20

English Translation of Financial Statements and a Report Originally Issued in Chinese

INDEPENDENT AUDITORS’ REPORT

To The Board of Directors of

Kinsus Interconnect Technology Corp.

Opinion

We have audited the accompanying consolidated balance sheets of Kinsus Interconnect Technology Corp. (the “Company”) and its subsidiaries as of December 31, 2019 and 2018, the related consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including the summary of significant accounting policies (together referred as “the consolidated financial statements”).

In our opinion, based on our audits and the reports of other auditor (please refer to the Other Matter – Making Reference to the Audit of a Component Auditor section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2019 and 2018, and its consolidated financial performance and cash flows for the years then ended, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditor(s), 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 2019 consolidated financial statements. These matters were addressed in the context of

21

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.

Revenue Recognition

We determine that revenue recognition is one of the key audit matters. The Company’s consolidated revenue amounting to NT$22,327,410 thousand for the year ended December 31, 2019 is a significant account to the Company’s consolidated financial statements. The Company has conducted these sale activities in multi-marketplace, including Taiwan, China, USA, etc. Among these locations, the Company has established hub-warehouse for certain foreign customers’ convenience. Furthermore, the timing of fulfilling performance obligation needs to be determined based on varieties of sale terms and conditions enacted in the main sale contracts or sale orders. Our audit procedures therefore include, but not limit to, evaluating the properness of accounting policy for revenue recognition, assessing and testing the effectiveness of relevant internal controls related to revenue recognition, sampling-test of details, including obtaining major sale orders or agreements to inspect the terms and conditions, checking the consistency of the fulfillment timing, and performance obligation for revenue recognition from foreign warehouses with sale agreement or orders, performing analytical review procedures on monthly sale revenues, executing sale cut-off tests, etc. We have also evaluated the appropriateness of the related disclosure in Notes 4 and 6 to the consolidated financial statements.

Market valuation on Inventory

We determined the market valuation on inventory is one of the key audit matters in considering that the amount of inventory was significant and the assessment of sufficiency of inventory loss requires significant management judgement. The Company’s net inventory amounted to NT$2,452,975 thousand as of December 31, 2019. As the application market of substract, the Company’s main products, is characterized by rapid development in technology and the trend of consumers’ preference, management, in timely considering the status of new products development and the demand from clients, has to evaluate the loss due to market value decline as well as write-down on slow-moving inventories to their net realizable value. Our audit procedures therefore include, but not limit to, evaluating the Company’s policy with respect to assessment the loss from slow-moving inventory and phased-out items, (including identification method, testing the accuracy of inventory aging schedule, analysis on inventory movement), perfroming observation on the Company’s inventory physical-taking, and inspecting the current status of inventory usage, etc. We also assessed the adequacy of the inventory-related disclosures shown in the Notes 5 and 6 to the consolidated financial statements.

Other Matter – Making Reference to the Audit of a Component Auditor

We did not audit the financial statements of FuYang Technology Corp., an invested associate accounted for under the equity method. The financial statements of FuYang Technology Corp. as of December 31, 2019 and 2018 and for the years then ended were audited by other auditors, whose reports thereon have been furnished to us. Our audit, insofar as it related to the investment in the

22

associate accounted for under the equity method amounting to NT$538,259 thousand and NT$735,275 thousand as of December 31, 2019 and 2018 representing 1.29% and 1.72% of the Company’s consolidated total assets, the related shares of income before tax from the associate under the equity method for the years then ended amounting to NT$(192,908) thousand and NT$(99,606) thousand representing 10.45% and (14.02)% of the Company’s consolidated income before tax, and the related shares of other comprehensive income from the associate under the equity method for the years then ended amounting to NT$(4,108) thousand and NT$12,346 thousand representing 3.80% and (32.80)% of the consolidated other comprehensive income, are based solely on the audit reports of other auditors.

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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of 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 ability to continue as a going concern of the Company, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibilities for the Audit of the 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China,

23

we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

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

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

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company 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,

24

related safeguards.

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

We have audited and expressed an unqualified opinion on the parent-company-only financial statements of the Company as of and for the years then ended December 31, 2019 and 2018.

Hong,Mao-Yi

Cheng,Ching-Piao

Ernst & Young February 10[th] , 2020 Taipei, Taiwan, Republic of China

Notice to Readers

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

Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

25

==> picture [739 x 476] intentionally omitted <==

26

==> picture [722 x 499] intentionally omitted <==

27

==> picture [537 x 713] intentionally omitted <==

28

==> picture [760 x 500] intentionally omitted <==

29

==> picture [765 x 496] intentionally omitted <==

30

Attachment IV

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Kinsus Interconnect Technology Corp. Earnings Distribution Proposal

For The Year Ended December 31, 2019

Item Amount
(In: NT$)
Beginning retained earnings
Less: Other comprehensive income (loss) in 2019
-Actuarial gain/loss of defined benefit
Add: Adjustment of employee restricted stocks
Less: Net loss after tax in 2019
Special reserve
Distributable earnings
Less: Cash dividend to shareholders (NT$1.0 per share)
Unappropriated retained earnings
$12,912,742,232
(4,727,347)
297,657
(2,025,332,039)
(83,020,969)
10,799,959,534
(451,039,005)
$10,348,920,529

Chairman: CEO: Chief Accountant:

31

Attachment V

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Kinsus Interconnect Technology Corp.

Comparison for amendment to Articles of Incorporation

After amendment Before amendment Explanation
Article 6:
Share certificates of the Company shall be in
registered form, signed or sealed by
directors representing the company,and
shall be duly certified or authenticated by
the bank which is competent to certify
shares under the laws before issuance.The
issued shares may be exempted from
printing any share certificate, provided that
such issuance shallregister the issued shares
with a centralized securities depository
enterprise agency and follow the regulations
of that agency.
Article 6:
Share certificates of the Company
shall be in registered form, signed
or sealed byat least three
directors, and issued after the
authentication in accordance with
laws.The issued shares may be
exempted from printing any share
certificate, provided that such
issuance shall be duly registered
or kept with the securities
depository and clearing agent.
According to
Article 161-2
and 162 of
“Company
Act” to revise
the contents.

of that agency.
Article 15:
The Company set upseven to eleven
directors with three-year term in adopting
the system of nominating candidates. The
shareholders elect the directors from the list
of candidates and the directors can be re-
elected for next term.
During the directors' term, the Company
shall buy enough insurance for all its
directors to cover the legal liability that
might incur in mal-practice of its
Company’s business.
The board meeting is authorized to resolve
the remuneration for the executive directors,
no matter the Company makes profit or not,
based on the degree of their participation
and contribution to the Company’s
operations in reference to the industry level.
Article 15:
The Company set upfive to nine
directors with three-year term in
adopting the system of
nominating candidates. The
shareholders elect the directors
from the list of candidates and the
directors can be re-elected for
next term.
During the directors' term, the
Company shall buy sufficient
insurance for all its directors to
cover the legal liability that might
incur in mal-practice of its
Company’s business.
1.Adjust the
number of
directors.
2.According
to Article
196 of
“Company
Act” to add.
Article 24-1:
The Company, if making profits in current
year, shall distribute the earnings in the
following order:
1. Payment of all taxes and dues;
2. Offset prior years’ operation losses;
3. Set aside 10% of the remaining amount
after deductingitems(a)and(b)as legal
Article 24-1:
The Company, if making profits
in current year, shall distribute the
earnings in the following order:
1. Payment of all taxes and dues;
2. Offset prior years’ operation
losses;
3. Set aside 10%of the remaining
Added a
description of
distributable
earnings for
clarity.

32

After amendment Beforeamendment Explanation
reserve;
4. Set aside or reverse special reserve in
accordance with law and regulations;
5.The remaining portion after the above-
mentioned, accounted for as distributable
earnings from current year, plus the
undistributed earnings from prior years, i.e.
accumulated distributable earnings, can be
distributed to shareholders based on the
proposal submitted by the board and
approved by shareholders.If any, will be
recommended by the Board of Directors and
resolved in the shareholders’ meeting.
To authorize the distributable dividends and
bonuses in whole may be paid in cash after a
resolution has been adopted by a majority
vote at a meeting of the board of directors
attended by two-thirds of the total number of
directors; a in addition thereto a report of
such distribution shall be submitted to the
shareholders’ meeting.
The Company is in an industry with
versatile environment. For long-term finance
planning requirements and to meet the
shareholders’ demand for cash, dividend
policy aims for a steady balance.
Shareholder extra dividend each year cannot
be less than 10% of distributed surplus
earnings and cash dividends distributed each
year cannot be less than 10% of the gross
amount of dividends.
amount after deducting items (a)
and (b) as legal reserve;
4. Set aside or reverse special
reserve in accordance with law
and regulations;
5. The distribution of the
remaining portion, if any, will be
recommended by the Board of
Directors and resolved in the
shareholders’ meeting.
To authorize the distributable
dividends and bonuses in whole
may be paid in cash after a
resolution has been adopted by a
majority vote at a meeting of the
board of directors attended by
two-thirds of the total number of
directors; and in addition thereto a
report of such distribution shall be
submitted to the shareholders’
meeting.
The Company is in an industry
with versatile environment. For
long-term finance planning
requirements and to meet the
shareholders’ demand for cash,
dividend policy aims for a steady
balance. Shareholder extra
dividend each year cannot be less
than 10% of distributed surplus
earnings and cash dividends
distributed each year cannot be
less than 10% of the gross amount
of dividends.
Article 28
The Article was agreed by all the promoters
in founder’s meeting in September 1, 2000.
The first revised was June 28, 2003. The
second revised was August 26, 2003. The
third revised was April 16, 2004. The fourth
time revised was April 16, 2004. The fifth
time revised was June 14, 2005. The sixth
time revised was June 14, 2005. The seventh
revised was June 19, 2006. The eighth
revised was May 30, 2007. The ninth
revised was May 30, 2008. The tenth revised
was June 18, 2010. The eleventh revised
was June 22, 2011. The twelfth revised was
June 18, 2012. The thirteenth revised was
May 27, 2016. The fourteenth revised was
May26,2017. The fifteenth revised was
Article 28:
The Article was agreed by all the
promoters in founder’s meeting in
September 1, 2000. The first
revised was June 28, 2003. The
second revised was August 26,
2003. The third revised was April
16, 2004. The fourth time revised
was April 16, 2004. The fifth time
revised was June 14, 2005. The
sixth time revised was June 14,
2005. The seventh revised was
June 19, 2006. The eighth revised
was May 30, 2007. The ninth
revised was May 30, 2008. The
tenth revised was June 18, 2010.
The eleventh revised was June22,
Additional
revision date.

33

After amendment After amendment Beforeamendment Explanation
May 29, 2019.
May 28, 2020.
The sixteenth revised was 2011. The twelfth revised was
June 18, 2012. The thirteenth
revised was May 27, 2016. The
fourteenth revised was May 26,
2017. The fifteenth revised was
May 29, 2019.

Attachment VI

Kinsus Interconnect Technology Corp.

34

Comparison amendment to

Practical Guidance for Lending to Others amendment table

After amendment Before amendment Explanation
Article 4:
The ceiling for aggregate and individual
amount available for lending the ceiling
for the aggregate amount for the
Company to lending to others is 20% of
the equity except otherwise regulated by
authority. While, that for individual
amount if for affiliates or subsidiaries is
10% of the equity based on the most
recent financial statements and the lower
of the business transaction amount and
10% of the aggregate amount if for non-
related parties with business transactions.
The business transactions amount refers
to the purchase amount or the sales
amount of the goods between the parties,
whichever is higher.
When there is a lending for funding needs
between offshore subsidiaries whose
voting shares are 100% owned, directly or
indirectly, by the Company,or overseas
subsidiaries that are wholly owned by the
Company,the ceilings for aggregate and
individual amounts are 20% and 10% of
the Company’s equity, respectively, and
lending period shall not exceed one year.
When a responsible person of a company
violates paragraph 1 or the proviso of the
preceding paragraph, the responsible
person shall bear joint and several
liability with the borrower for repayment;
if the company suffers damage, the
responsible person also shall be liable for
damages.
Article 4:
The ceiling for aggregate and individual
amount available for lending the ceiling for
the aggregate amount for the Company to
lending to others is 20% of the equity
except otherwise regulated by authority.
While, that for individual amount if for
affiliates or subsidiaries is 10% of the
equity based on the most recent financial
statements and the lower of the business
transaction amount and 10% of the
aggregate amount if for non-related parties
with business transactions. The business
transactions amount refers to the purchase
amount or the sales amount of the goods
between the parties, whichever is higher.
When there is a lending for funding needs
between offshore subsidiaries whose voting
shares are 100% owned, directly or
indirectly, by the Company, the ceilings for
aggregate and individual amounts are 20%
and 10% of the Company’s equity,
respectively, and lending period shall not
exceed one year.
1. To specify that
lending among
wholly owned
overseas
subsidiaries or
lending
granted by
overseas
subsidiaries to
the parent
company in
Taiwan are
free from the
restriction of
amount and
duration of
loan.
2. The
responsible
person of a
company who
has violated
the provisions
of the
preceding
Paragraph
shall be liable,
jointly and
severally with
the borrower,
for the
repayment of
the loan at
issue and for
the damages,
if any, to
company
resulted there-
from in
accordance
with Article 15
of the
Company Act.
Article 6:
1.~3. Omit.
4. Scope of authorization
Article 6:
1.~3. Omit.
4. Scope of authorization
To revise
wording
accordingto

35

After amendment Before amendment Explanation The proposal of lending to others, after The proposal of lending to others, after Article 14-3 credit-investigation by financial credit-investigation by financial Item#2 of department, shall be submitted to the department, shall be submitted to the Securities and general manager for review and the board general manager for review and the board exchange Act. meeting for resolution. meeting for resolution. Opinions of each independent director Fund-lending between the Company and its shall be taken into full consideration and subsidiaries, or among the subsidiaries, shall any objections raised by independent be approved by the board of directors of the directors and its reasons shall be recorded lending company, which board may in the minutes of the Board of Directors authorize its chairman to lend funds to a meeting. specific borrowing counterparty, within a Fund-lending between the Company and certain pre-approved monetary amount and its subsidiaries, or among the subsidiaries, within a period not exceeding one year, in shall be approved by the board of directors one or several drawdowns or via a revolving of the lending company, which board may credit line. authorize its chairman to lend funds to a The certain pre-approved monetary specific borrowing counterparty, within a amount mentioned above is no more than certain pre-approved monetary amount 10% of the net worth of the most recent and within a period not exceeding one financial statements with respect to the year, in one or several drawdowns or via a Company and subsidiaries to lend to any revolving credit line. The certain pre-approved monetary single enterprise except for the provision specified in Item#2, article#4.

The certain pre-approved monetary amount mentioned above is no more than 10% of the net worth of the most recent financial statements with respect to the Company and subsidiaries to lend to any single enterprise except for the provision specified in Item#2, article#4.

than 10% of the net worth of the most
recent financial statements with respect to
the Company and subsidiaries to lend to
any single enterprise except for the
provision specified in Item#2, article#4.
Article 12: Article 12: 1. To revise
The Procedures shall be approved by more The practical guidance should be agreed by wording
than half of the Audit Committee members the audit committee, resolved by the meeting according to
before submitting for further approval of Board of Directors and implemented after Article 14-3
from the Board of Directors and the being proposed to shareholders for final Item#2 of
Shareholders’Meeting. If approval of more approval. The procedures for amendment Securities and
than half of the Audit Committee members are the same. exchange Act
is not obtained, the Procedures may only be The enacted date was at May 15, 2002. And Article 8
further processed if approved by more than The first revised was January 30, 2003. of
two-thirds of all directors, provided that The second revised was June 16, 2009. the ”Practical
the resolution of the Audit Committee is The third revised was June 18, 2010. Guidance for
recorded in the minutes of the Board of The fourth time revised was June 18, 2012. public
Directors meeting. Where any director The fifth time revised was June 17, 2013. Company’s
expresses dissent and is recorded in the The sixth time revised was June 19, 2014. Lending to
minutes or a written statement, the The seventh revised was May 26, 2017. others and
Company shall submit the dissenting Endorsement/
opinion to the Shareholders’Meeting. Any Guarantee.
amendment is subject to the same 2. Additional
procedures. revision date.
When the Procedures is submitted for
discussion by the Board of Directors,
opinions of each independent directors
shall be taken into full consideration. If any

36

After amendment Before amendment Explanation
independent
director
objects
to
or
expresses reservations about any matter,
the objection or reservation shall be
recorded in the minutes of the Board of
Directors meeting.
The enacted date was at May 15, 2002.
The first revised was January 30, 2003.
The second revised was June 16, 2009.
The third revised was June 18, 2010.
The fourth time revised was June 18, 2012.
The fifth time revised was June 17, 2013.
The sixth time revised was June 19, 2014.
The seventh revised was May 26, 2017.
The eighth revised was May 28, 2020.

37

Attachment VII

Kinsus Interconnect Technology Corp.

Comparison for amendment to

Practical Guidance for Endorsement & Guarantee

After amendment Before amendment Explanation Article 6: Article 6: To revise 1.~2. Omit. 1.~2. Omit. wording 3. Authorization 3. Authorization according to Article 14-3 of When providing endorsement/guarantee to When providing endorsement/guarantee to Securities and another company, the Company shall another company, the Company shall evaluate the risks and prepare an evaluate the risks and prepare an evaluation exchange Act. evaluation report and may require the report and may require the endorsee/guarantee company to provide endorsee/guarantee company to provide collaterals if deemed needed. The collaterals if deemed needed. The endorsement/guarantee shall be preendorsement/guarantee shall be preapproved by the board of directors except approved by the board of directors except for for some urgent situations that may be some urgent situations that may be approved approved by chairman, authorized by the by chairman, authorized by the board of board of directors as limited as mentioned directors as limited as mentioned in previous in previous article, and submitted to the article, and submitted to the following board following board meeting for ratification. meeting for ratification. The opinions, either The opinions, either agreement, objection agreement or objection, of independent or qualified opinion, of independent directors shall be taken into consideration directors shall be taken into consideration and specified in the board meeting minutes and be recorded in the minutes of the Board when resolving the endorsement/guarantee. of Directors meeting. In case the above limits have to be exceeded In case the above limits have to be to accommodate business needs, the exceeded to accommodate business needs, approval from the Audit Committee and a the approval from the Audit Committee resolution of the Board of Directors should and a resolution of the Board of Directors be obtained and over half of all the directors should be obtained and over half of all the should jointly endorse the potential loss that directors should jointly endorse the may be brought about by the excess of potential loss that may be brought about by limits. The Board of Directors should also the excess of limits. The Board of Directors revise the Guidance and has it ratified at the should also revise the Guidance and has it Shareholders' Meeting. If the revised ratified at the Shareholders' Meeting. If the Guidance are not ratified at the revised Guidance are not ratified at the Shareholders' Meeting, the Board of Shareholders' Meeting, the Board of Directors should furnish a plan containing a Directors should furnish a plan containing timetable to withdraw the excess portion. a timetable to withdraw the excess portion. The opinions, either agreement or objection, The opinions, either agreement, objection of independent directors shall be taken into or qualified opinion, of independent consideration and specified in the board directors shall be taken into consideration meeting minutes when resolving the and be recorded in the minutes of the Board be recorded in the minutes of the Board endorsement/guarantee.

In case the above limits have to be exceeded to accommodate business needs, the approval from the Audit Committee and a resolution of the Board of Directors should be obtained and over half of all the directors should jointly endorse the potential loss that may be brought about by the excess of limits. The Board of Directors should also revise the Guidance and has it ratified at the Shareholders' Meeting. If the revised Guidance are not ratified at the Shareholders' Meeting, the Board of Directors should furnish a plan containing a timetable to withdraw the excess portion. The opinions, either agreement, objection or qualified opinion, of independent directors shall be taken into consideration and be recorded in the minutes of the Board be recorded in the minutes of the Board of Directors meeting.

If the party to whom the Company provided endorsement and/or guarantee no longer satisfies the criteria set forth in Article 2 herein, or the amount of endorsement and/or guarantee exceeded the limits due to

If the party to whom the Company provided endorsement and/or guarantee no longer satisfies the criteria set forth in Article 2 herein, or the amount of

38

After amendment Before amendment Explanation
endorsement and/or guarantee exceeded
the limits due to changes of basis on which
the amounts of limits are calculated, the
amount of endorsement/guarantee or the
excess of limits shall be eliminated upon
the maturity of the original contract or the
updated contract. This situation shall be
reported to the board of directors.
The endorsement/guarantee made in
accordance with Item 2, Article 3 of this
Guidance, between the subsidiaries,
whose voting shares are at least 90%
owned, directly or indirectly, by the
Company, shall be submitted to the Board
of Directors for approval in advance,
provided, however, this approval
requirement shall not apply to
endorsement/guarantee made between
subsidiaries in which the Company holds,
directly or indirectly, 100% of the voting
shares.
changes of basis on which the amounts of
limits are calculated, the amount of
endorsement/guarantee or the excess of
limits shall be eliminated upon the maturity
of the original contract or the updated
contract. This situation shall be reported to
the board of directors.
The
endorsement/guarantee
made
in
accordance with Item 2, Article 3 of this
Guidance, between the subsidiaries, whose
voting shares are at least 90% owned,
directly or indirectly, by the Company, shall
be submitted to the Board of Directors for
approval in advance, provided, however, this
approval requirement shall not apply to
endorsement/guarantee
made
between
subsidiaries in which the Company holds,
directly or indirectly, 100% of the voting
shares.
Article 11:
The Procedures shall be approved by more
than half of the Audit Committee members
before submitting for further approval
from the Board of Directors and the
Shareholders’Meeting. If approval of more
than half of the Audit Committee members
is not obtained, the Procedures may only be
further processed if approved by more than
two-thirds of all directors, provided that
the resolution of the Audit Committee is
recorded in the minutes of the Board of
Directors meeting. Where any director
expresses dissent and is recorded in the
minutes or a written statement, the
Company shall submit the dissenting
opinion to the Shareholders’Meeting. Any
amendment is subject to the same
procedures.
When the Procedures is submitted for
discussion by the Board of Directors,
opinions of each independent directors
shall be taken into full consideration. If any
independent
director
objects
to
or
expresses reservations about any matter,
the objection or reservation shall be
recorded in the minutes of the Board of
Article 11:
The practical guidance shouldbe agreed by
the audit committee, resolved by the meeting
of Board of Directors andimplementedafter
being proposed to shareholders for final
approval.The procedures for amendment
are the same.
The enacted date was at May 15, 2002.
The first revised was June 28, 2003.
The second revised was June 19, 2006.
The third revised was June 16, 2009.
The fourth time revised was June 18, 2010.
The fifth time revised was June 18, 2012.
The sixth time revised was June 17, 2013.
The seventh revised was June 19, 2014.
The eighth revised was May 26, 2017.
1. To revise
wording
according to
Article 14-3 of
Securities and
exchange Act
and Article 11
of the”
Practical
Guidance for
public
Company’s
Lending to
others and
Endorsement/
Guarantee.
2. Additional
revision date.

39

After amendment Before amendment Explanation
Directors meeting.
The enacted date was at May 15, 2002.
The first revised was June 28, 2003.
The second revised was June 19, 2006.
The third revised was June 16, 2009.
The fourth time revised was June 18, 2010.
The fifth time revised was June 18, 2012.
The sixth time revised was June 17, 2013.
The seventh revised was June 19, 2014.
The eighth revised was May 26, 2017.
The ninth revised was May 28, 2020.

40

Appendix I

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Kinsus Interconnect Technology Corp. Rules of Procedure for Shareholder Meetings

Article 1

Unless otherwise required by laws and regulations, the shareholders meeting of the Company shall be held in accordance with these Rules.

Article 2

This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The number of shares present shall be calculated based on the attendance sheet or the attendance cards delivered.

Article 3

The attendance and voting at the shareholders’ meeting shall be calculated based on the shares.

Article 4

The place of the shareholders meeting shall be at the office of the Company or at a location convenient to the shareholders and suitable for convening a shareholders meeting. The time of the meeting may not be earlier than 9 a.m. or later than 3 p.m.

Article 4-1

This Corporation shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.

Article 5

When the shareholders meeting was convened by the Board of Directors, the shareholders' meeting shall be presided by the Chairman of the Board of Directors. If the Chairman is absent or is unable to exercise the duties for certain reasons, the vice-Chairman shall act on his/her behalf. If the vice-Chairman is absent or is unable to exercise the duties for certain reasons, the Chairman may designate the managing director to act on his/her behalf; if there is no managing director, one of the directors may be designated to act on his/her behalf. Where the Chairman does not designate a proxy, the managing director or directors may elect a person among themselves to act on behalf of the Chairman. When the shareholders meeting was convened by other persons who have the convening right, the shareholders' meeting shall be presided by the convener. When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

Article 6

The Company may designate the attorneys, accountants or relevant personnel engaged to present in the shareholders meeting. The staffs handling the shareholders meeting shall wear identification cards or arm-band.

41

Article 7

This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 8

Upon the starting time of the meeting, the chairman shall order the meeting to begin. However, where the shareholders present represent half or less than half of the total outstanding shares, the chairman may postpone the meeting for a total of two times. The postponed time may not in total exceed one hour. Where after two postponements, the shareholders present still do not meet the quorum but represent one-third or more of the total outstanding shares, a tentative resolution may be passed in accordance with Paragraph 1, Article 175 of the Company Act. If the shares present represent more than half of the total outstanding shares before the end of the meeting, the chairman may propose the tentative resolution to the shareholders meeting for voting in accordance with Article 174 of the Company Act.

Article 9

If the shareholders meeting is convened by the Board of Directors, its agenda shall be stipulated by the Board of Directors, and the meeting shall be held in accordance with the agenda and may not be changed without the resolution of the shareholders meeting. When the shareholders meeting was convened by other persons who have the convening right, the above paragraph shall apply mutatis mutandis. Before the closing of the discussions (including provisional motions) stipulated in the agenda under the above two paragraphs, the chairman may not announce the adjournment of the meeting without resolution. After the adjournment of the meeting, the shareholders may not elect a chairman to continue the meeting at the original address or at another location.

Article 10

Before a shareholder makes a statement, he/she must complete a statement slip stating the subject of the statement, the shareholder number (or attendance card number) and shareholder name, and the chairman shall determine the order of his/her statement. Where a shareholder present only completed a statement slip but did not make a statement, he/she will be deemed to not have made a statement. Where the statement made is inconsistent with that stated on the statement slip, the statement made will prevail. When a shareholder present makes a statement, the other shareholders may not make a statement and interfere, unless consent is obtained from the chairman and the shareholder making the statement. The chairman shall restrain such interfering shareholder.

Article 11

For each proposal, a shareholder may not make more than two statements, unless consent is obtained from the chairman. Each statement may not exceed five minutes. The chairman may restrain the shareholder form making the statement if he/she violates the above provisions or has exceeded the scope of the proposal.

Article 12

Where an institution is delegated to attend the shareholders meeting, it may only appoint one representative to attend.

Where the institution appoints two or more representatives to attend the shareholders meeting, only one person may make a statement for each proposal.

Article 13

After a shareholder makes a statement, the chairman may respond him/herself or designate a relevant person to respond.

42

Article 14

Where the chairman believes that the proposal discussed may be resolved, he/she may announce the ending of the discussion and propose that votes be made.

Article 15

If the Chairman adjourns the Meeting in violation of these Rules and Procedures, the shareholders may designate, by majority of votes represented by shareholders attending the Meeting, one person as chairman to continue the Meeting.

Article 16

The personnel supervising and calculating the votes for the proposals shall be designated by the chairman, but the supervising personnel shall be a shareholder. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes and the numbers of votes with which they were elected, shall be announced on-site at the meeting, and a record made of the vote.

Article 17

During the meeting, the chairman may announce recesses at his/her own discretion.

Article 18

Unless otherwise specified in the Company Act and the Articles of Incorporation, resolutions at a shareholders' meeting shall be adopted by a majority vote of the shareholders present.

Article 19

When a proposal has an amendment or a replacement, the chairman may combine it with the original proposal and determine the order of resolution. If one of the proposals is resolved, the other proposals will be deemed as rejected and there is no need to make another resolution.

Article 20

The chairman may instruct the security officer to assist in maintaining the order of the meeting. The security officer shall wear an arm-band with the word "Security" when assisting in the maintenance of the order of the meeting.

Article 21

These Rules and Procedures shall be effective from the date it is approved by the Shareholders' Meeting. The same applies in case of revision.

Article 22

These Rules and Procedures of Shareholders' Meeting were made on June 28, 2003. The first amendment was on June 17, 2013.

43

Appendix II

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Articles of Incorporation of Kinsus Interconnect Technology Corp.

CHAPTER 1 GENERAL PROVISIONS

Article 1

This Company is incorporated under the Company Act, with the name of KINSUS INTERCONNECT TECHNOLOGY CORP, and the English name of KINSUS INTERCONNECT TECHNOLOGY CORP.

Article 2

The business scope of the Company is as following:

  1. CC01080 Electronic Parts and Components Manufacturing

  2. F119010 Wholesale of Electronic Materials

  3. F219010 Retail Sale of Electronic Materials

  4. I103060 Management consultation

  5. CQ01010 Die Manufacturing

  6. CC01990 Electrical Machinery, Supplies Manufacturing

  7. CB01990 Other Machinery Manufacturing Not Elsewhere Classified

  8. F401010 International Trade

  9. C801010 Basic Industrial Chemical Manufacturing

  10. ZZ99999 All business items that are not prohibited or restricted by laws and regulations, except for those subject to special approval.

Article 3

The Company has its head office in Taoyuan City, and the Company may establish branches in and out of this country.

Article 4

The method of the public announcement of the Company shall be made in accordance with Article 28 of the Company Act.

CHAPTER II SHARES

Article 5

The authorized capital of the Company is NTD 6,000,000,000, divided into 600,000,000 shares, at a par value of NTD 10 per share. The shares may be issued in installments, and the shares which have not been issued would be issued in installments pursuant to the resolution of board of directors. The registered capital keeps NTD 300,000,000 divided into 30,000,000 shares provided for exercise of the option of stock option certificates, preferred shares with warrants and warrants attached to corporate bonds, which may be issued in installments pursuant to the resolution of board of directors.

Article 5-1:

When the Company transfer to the employees at a price lower than the average price of the actual bought-back shares, or lower than “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” exercise price issue employee stock warrants, it shall be resolved by two-thirds of the votes at a shareholders' meeting attended by shareholders representing a majority of the total number of issued shares.

44

Article 5-2:

The company of reward tools include stock repurchase, qualification requirements of employees, an issuance of new shares and shares of restricted stock for employees with Company Act and Securities and Exchange Act. Qualification requirements of employees, and subscription by employees including the employees of parents or subsidiaries of the company meeting certain specific requirements, provide for the board of directors.

Article 6

Share certificates of the Company shall be in registered form, signed or sealed by at least three directors, and issued after the authentication in accordance with laws. The issued shares may be exempted from printing any share certificate, provided that such issuance shall be duly registered or kept with the securities depository and clearing agent.

Article 7

The shareholders of the Company shall conduct shares related affairs or exercise other relevant rights in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies unless the laws, regulations or securities regulation rules provide otherwise.

Article 8

The shareholders' register shall be closed during 60 days prior to the date of an ordinary shareholders' meeting, 30 days prior to the date of an extraordinary shareholders' meeting, or five days period prior to the record dates for distribution of dividends, bonuses or other benefits of the Company.

CHAPTER III SHAREHOLDER'S MEETING

Article 9

The shareholders' meeting of the Company is as following

  1. Ordinary shareholders' meeting shall be convened within six months after close of each fiscal year by the branches.

  2. Extraordinary shareholders' meeting shall be convened when necessary in accordance with the relevant laws and regulations.

Article 10

When the shareholders meeting was convened by the Board of Directors, the shareholders' meeting shall be presided by the Chairman of the Board of Directors. If the Chairman is absent, the Chairman may designate one of the directors to act on his/her behalf. Where the Chairman does not designate a proxy, the directors may elect a person among themselves to act as the chairman of the meeting. When the shareholders meeting was convened by other persons who has the convening right, the shareholders' meeting shall be presided by the convener. When there are two or more conveners, the conveners shall elect among themselves to act as the chairman of the meeting.

Article 11

A notice to convene an ordinary meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date, and a notice to convene an extraordinary meeting of shareholders shall be given to each shareholder no later than 15 days prior to the scheduled meeting date. Such notice shall specify the meeting date, meeting venue, and proposed matters and be sent to the shareholders in writing.

45

Article 12

When a shareholder for any reasons cannot attend the shareholders' meeting in person, he/she/it may attend the meeting by proxy by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy.

Article 13

Except in the circumstances set forth in the Company Act where there is no voting right for a share, each shareholder of the Company shall have one vote for each share held.

Article 14

Unless otherwise specified in the Company Act, resolutions at a shareholders' meeting shall be adopted by a majority vote of the shareholders present in person or through proxy, who represent more than one-half of the total number of voting shares. When the shareholders meeting was convened by the Board of Directors, it shall be handled in accordance with Article 183 of the Company Act.

CHAPTER IV DIRECTORS, AUDIT COMMITTEE AND MANAGERS

Article 15

The Company set up five to nine directors with three-year term in adopting the system of nominating candidates. The shareholders elect the directors from the list of candidates and the directors can be reelected for next term.

During the directors' term, the Company shall buy enough insurance for all its directors to cover the legal liability that might incur in mal-practice of its Company’s business.

Article 15-1

The Company may have independent directors within the aforementioned number of directors and the number of independent directors shall be no less than one-fifth of the total number of directors and shall not be less than two. The election of independent directors shall adopt the candidate nomination system, and the shareholders shall elect the independent directors from the list of the candidates of the independent directors. The professional qualifications, shareholdings, restrictions on concurrent position, nomination, and other compliance matters shall be handled in accordance with relevant regulations of the securities authorities.

Article 15-2

Pursuant to Article 14 -4 of the Securities and Exchange Act, the Company shall establish an Audit Committee. The Audit Committee shall be composed of the entire number of Independent Directors.

Article 15-3:

The board of directors of a company may have any other functional committees. Any other functional committees shall establish exercise power rules and be enforced after resolving them in the board of directors

Article 16

The board of directors is composed of directors. The functions and responsibilities of the board of directors shall be as follows:

  1. To determine the business plans and financial statements,

  2. To propose distribution of profit or appropriation of losses,

  3. To propose capital increase or decrease,

46

  1. To enact important rules and organizational regulations of the Company,

  2. To engage and terminate the general manager and principal manager of the Company

  3. To determine the establishment and winding-up of branches,

  4. To produce the budget and the final accounts, and

  5. To perform other duties authorized by the Company Act or the resolution of the shareholders' meeting(s).

Article 17

The Chairman will be elected from among directors by a majority vote at a board meeting at which at least two-thirds (2/3) of directors are present. The Chairman shall be the representative of the Company externally.

Article 18

Convening the board meeting shall be handled in accordance with Article 204 of the Company Act. In order to convene the board meeting, notice may be made by written notice, e-mail or fax. Unless otherwise provided for in the Company Act, resolutions of the board of directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.

Article 19

The Chairman will preside at the board meetings. If the Chairman is on leave or unable to perform his/her duties, the Chairman may designate one of the directors to act on his/her behalf. Where the Chairman does not designate a proxy, the directors may elect a person among themselves to act as the chairman of the meeting. The directors shall personally attend the board meeting, and if the directors cannot attend the board meeting for certain reasons, he/she may appoint another director as his/her proxy. The board meeting may be convened via video conference, and the directors who attend the board meeting via video conference shall be deemed to have attended the meeting in person. The Chairman appoint another director as his/her proxy each time with a power of attorney stating the scope of authority with reference to the subjects to be discussed at the meeting and powers granted; provided that a director may act as the proxy for only one another director.

Article 20

The authority of the Audit Committee and the other compliance issues shall be made according to the Securities and Exchange Act and other relevant laws and regulations.

Article 21

The Company may have various managers. The appointment, discharge and the remuneration of the managers shall be handled in accordance with Article 29 of the Company Act.

CHAPTER V ACCOUNTING

Article 22

The fiscal year of the Company commences from January 1 to December Final accounts shall be handled at the end of each fiscal year.

Article 23

After the end of each fiscal year, the following documents and statements should be approved by the board of directors, and then submit the same to the ordinary shareholders' meeting for recognition:

  1. Business Report,

  2. Financial Statements, and

  3. Proposal for distribution of profit or appropriation of losses

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Article 24

The Company, if making profits in current year, shall provide the ratio of employee compensation to “income before tax and the employee and directors’ compensation to be provided” at less than 10% and the ratio of directors’ compensation to “income before tax and the employee and directors’ compensation to be provided” at be more than 1%, provided that all accumulated deficits, if any, are fully offset.

The employees’ compensation can be distributed in cash or stocks. The employees receiving the stock dividends may include employees in affiliated or control companies who met certain conditions stipulated by the Board of Directors authorized.

Employee and directors’ compensation are to report in the shareholders’ meeting.

Article 24-1

The Company, if making profits in current year, shall distribute the earnings in the following order:

  1. Payment of all taxes and dues;

  2. Offset prior years’ operation losses;

  3. Set aside 10% of the remaining amount after deducting items (a) and (b) as legal reserve;

  4. Set aside or reverse special reserve in accordance with law and regulations;

  5. The distribution of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the shareholders’ meeting.

To authorize the distributable dividends and bonuses in whole may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

The Company is in an industry with versatile environment. For long-term finance planning requirements and to meet the shareholders’ demand for cash, dividend policy aims for a steady balance. Shareholder extra dividend each year cannot be less than 10% of distributed surplus earnings and cash dividends distributed each year cannot be less than 10% of the gross amount of dividends.

ARTICLE VI SUPPLEMENTARY PROVISIONS

Article 25

The Company is allowed to make investment in an amount exceeding 40% of its paid-in capital and authorizes the Board of directors to execute the investment.

Article 25-1

The Company may provide guarantee as necessary for the business.

Article 26

The organizational rules and operating rules of the Company shall be enacted separately by the Board of Directors remuneration.

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Article 27

If there is any matter not covered herein, the Company Act and the relevant laws and regulations shall govern.

Article 28

The Article was agreed by all the promoters in founder’s meeting in September 1, 2000. The first revised was June 28, 2003. The second revised was August 26, 2003. The third revised was April 16, 2004. The fourth time revised was April 16, 2004. The fifth time revised was June 14, 2005. The sixth time revised was June 14, 2005. The seventh revised was June 19, 2006. The eighth revised was May 30, 2007. The ninth revised was May 30, 2008. The tenth revised was June 18, 2010. The eleventh revised was June 22, 2011. The twelfth revised was June 18, 2012. The thirteenth revised was May 27, 2016. The fourteenth revised was May 26, 2017. The fifthteenth revised was May 29, 2019.

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Appendix III

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Kinsus Interconnect Technology Corp. PRACTICAL GUIDELINES FOR LENDING TO OTHERS

Article 1

The procedure punished according to the Company Act and the relevant provisions of the Financial Supervisory Commission.

Article 2

The Company loan funds to any of its shareholders or any other person under the following circumstances.

  1. Where an inter-company or inter-firm business transaction calls for a loan arrangement;

  2. Where an inter-company or inter-firm short-term financing facility is necessary. The term "shortterm" as used in the preceding paragraph means one year, or the operating cycle (which is longer).

Article 3

The reason for and necessity of loaning funds to others The Company loaning funds to others with business transactions shall be in accordance with article 4. The Company loaning funds to others due to financial needs shall be limited to the following conditions:

  1. To an entity owned by the Company in 50% or above of share interests and with the necessity of being short-term financed for business needs.

  2. To other entity due to the necessity of being short-term financed for purchasing materials or operational needs.

  3. To other situations that be approved by the board for financing.

Article 4

The ceiling for aggregate and individual amount available for lending

The ceiling for the aggregate amount for the Company to lending to others is 20% of the equity except otherwise regulated by authority. While, that for individual amount if for affiliates or subsidiaries is 10% of the equity based on the most recent financial statements and the lower of the business transaction amount and 10% of the aggregate amount if for non-related parties with business transactions. The business transactions amount refers to the purchase amount or the sales amount of the goods between the parties, whichever is higher.

When there is a lending for funding needs between offshore subsidiaries whose voting shares are 100% owned, directly or indirectly, by the Company, the ceilings for aggregate and individual amounts are 20% and 10% of the Company’s equity, respectively, and lending period shall not exceed one year.

Article 5

Loan term and calculation of interest are as follows

  1. Term: The term of each loan extended by the Company shall not exceed one year.

  2. Interest rate: shall not be lower than the rate that the Company loans from financial institutions for short-term loans. Interest payment shall generally be collected in a monthly basis.

  3. Adjustment may be granted based on facts upon certain circumstances approved by the board of directors.

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Article 6

Review procedures

  1. Application

Regarding the Company’s lending to others, the borrower shall provide necessary company background and financial information to the Company for applying formally the line of credit and for the Company to set up “Book of Lending” to record the detail of borrower, amount, date of board approval, date of lending, the necessity and reasonableness for lending, credit status and risks of borrower, the impacts on the Company’s operational risks, financial position and equity, decision to or not to obtain collaterals and assessing basis.

  1. Checking credit and assessing risks The Company shall complete a credit investigation report by conducting, executed by financial department, investigations and assessments for the borrower’s business, financial position, ability and credential to repay the loan, profitability and the usage of borrowing.

  2. Security

The Company shall acquire from the borrower a promissory note with the same amount with the loan before lending to others or acquire certain assets or property as collaterals if deemed necessary. For security purpose, the board of directors may allow the borrower endorsed by capable individuals or corporations, instead of acquiring collaterals from the borrower, by taking into consideration of the credit report provided by financial department. The Company shall review the guarantor’s article of incorporation for any permission for guaranty if the guarantor is a corporation.

  1. Scope of authorization

The proposal of lending to others, after credit-investigation by financial department, shall be submitted to the general manager for review and the board meeting for resolution. Fund-lending between the Company and its subsidiaries, or among the subsidiaries, shall be approved by the board of directors of the lending company, which board may authorize its chairman to lend funds to a specific borrowing counterparty, within a certain pre-approved monetary amount and within a period not exceeding one year, in one or several drawdowns or via a revolving credit line. The “certain pre-approved monetary amount” mentioned above is no more than 10% of the net worth of the most recent financial statements with respect to the Company and subsidiaries to lend to any single enterprise except for the provision specified in Item#2, article#4.

Article 7

Controlling measures of lending profile are as follows:

After the drawdown, the financial condition, business operation, credit status and value of collateral, if any, of the borrowers and guarantors shall be monitored closely. Shall there be any material changes, chairman shall be informed immediately, and corrective actions shall be carried out in accordance with the instruction of the chairman.

Borrowers, prior to the due date of the loan, shall calculate and pay the interest along with the loan amount in order to have the promissory note cancelled or returned to the borrower or the mortgage written off.

All loans and its interest shall be paid off upon the due date. In the event that a loan is over-due and not repaid, the Company shall take legal measures against its collateral or guarantor.

Article 8

The Company shall enact and submit to audit committee an improvement plan for control and execution if certain situations, such as the Company’s net worth reduced) that make the borrower incapable to meet the credit requirement or the lending amount exceed the lending limitation. The Company’s lending to parent company and subsidiaries or lending among subsidiaries shall be in compliance with the resolution of board meeting and can be authorized to the chairman to execute the lending to the same borrower within the certain amount and for no more than one year in several installments.

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The “certain pre-approved monetary amount” mentioned above is no more than 10% of the net worth of the most recent financial statements with respect to the Company and subsidiaries to lend to any single enterprise except for the provision specified in Item#2, article#4.

Article 9

The Company shall make a public announcement and submit the related information to security authority in accordance with relevant regulations.

Article 10

The Company’s subsidiaries may lend to others only when the subsidiaries enact a practical guidance for lending to others in accordance with the Practical Guidance for Public Companies to Lend to Others and complete the subsidiaries’ board approval procedures.

The subsidiaries shall prepare a monthly detail schedule of lending to others and submit the schedule to the Company’s financial department for the purpose of public announcement and filing to authority. If the subsidiaries are not domestic public companies, the Company is responsible for the subsidiaries’ public announcement and filing matters.

Article 10-1

The subsidiaries or parent companies referred to in this Guidance be consistent with the definition in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The financial statements of a public company is referred to as that prepared under IFRS. The net worth referred to in the Guidance is the equity account in balance sheet attributed to parent company under the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuer.

Article 11

Any employee who takes in-charge of the lending to others but breaches the regulation in the Guidance shall be punished according to the materiality of breach and taken into consideration upon annual performance assessment based on the Company’s management rule.

Article 12

The practical guidance should be agreed by the audit committee, resolved by the meeting of Board of Directors and implemented after being proposed to shareholders for final approval. The procedures for amendment are the same.

These Articles of Incorporation were agreed upon and signed on May 15, 2002. First amended on Jan. 30, 2003; Second amended on Jun. 16, 2009; Third amended on Jun. 18, 2010; Fourth amended on Jun. 18, 2012; Fifth amended on Jun. 17, 2013; Sixth amended on Jun. 19, 2014; Seventh amended on May. 26, 2017.

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Appendix IV

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Kinsus Interconnect Technology Corp. PRACTICAL GUIDANCE FOR ENDORSEMENTS/GUARANTEES

Article 1

The guidance has been enacted in accordance with the Company Act and the relevant provisions of the Financial Supervisory Commission.

Article 2

Scope of application

The Company, when making endorsements/guarantees, shall be in compliance with this Guidance.

The term "endorsements/guarantees" as used in these Regulations refers to the following:

  1. Financing endorsements/guarantees, including:

(1) Bill discount financing.

(2) Endorsement or guarantee made to meet the financing needs of another company.

(3) Issuance of a separate negotiable instrument to a non-financial enterprise as security to meet the financing needs of the Company itself.

  1. Customs duty endorsement/guarantee, meaning an endorsement or guarantee for the Company itself or another company with respect to customs duty matters.

  2. Other endorsements/guarantees, meaning endorsements or guarantees beyond the scope of the above two subparagraphs.

  3. Any creation by the company of a pledge or mortgage on its chattel or real property as security for the loans of another company shall also comply with these Regulations.

Article 3

The Company may make endorsements/guarantees only for the following companies:

  1. A company with which the Company does business.

  2. A company in which the Company directly and indirectly holds more than 50 percent of the voting shares.

  3. A company that directly and indirectly holds more than 50 percent of the voting shares in the Company.

Companies in which the Company holds, directly or indirectly, 90% or more of the voting shares may make endorsements/guarantees for each other.

Article 4

Ceiling for Endorsement and Guarantee

The aggregate amount of endorsement and guarantee provided by the Company shall not exceed 50% of the net worth of the Company’s most recent financial statements.

The total amount of the endorsement and guarantee provided to any individual company shall not exceed 20% of the net worth of the Company’s most recent financial statements.

The endorsement and guarantee made between the subsidiaries, whose voting shares are at least 90% owned, directly or indirectly, by the Company, shall not exceed 10% of the net worth of the Company’s most recent financial statements. However, this limitation shall not apply to the endorsement or guarantee made between subsidiaries in which the Company holds, directly or indirectly, 100% of the voting shares.

The aggregate amount of endorsement and guarantee and the total amount to each individual company provided by the Company and/or its subsidiaries shall not exceed 60% and 30%, respectively, of the net worth of the Company’s most recent financial statements.

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While, the endorsement or guarantee made for an entity with business transactions shall not exceed the lower of the business transactions amount or 10% of the total endorsement and guarantee amount that the Company makes for others.

The business transaction amount refers to the purchase amount or sales amount of the goods between the parties, whichever is higher.

The Company and subsidiaries shall report the necessity and reasonableness to the shareholders when the total endorsement and guarantee amount reaches 50% of the equity of the most recent financial statements.

Article 5

Procedures for use and custody of corporate chops

Expect providing guarantee notes for the use of notes making endorsement/guarantee activities, it also shall use the company chop (the "Chop") registered with the Ministry of Economic Affairs ("MOEA") for the use of endorsement and/or guarantee.

The chop for the use of notes, the Chop and notes shall be under the safekeeping of a special personnel and may be used to issue negotiable instruments only following proper internal procedure.

The appointment and the change of the personnel safekeeping the Chop shall be approved by the resolution of the Board of Directors.

If the Company provides guarantees in favor of a foreign company, the Guarantee Agreement shall be signed by the person who was authorized by the Board of Directors.

Article 6

Endorsement/guarantee procedures

  1. Application

  2. The Company shall complete an application form for any endorsement/guarantee and also establish and maintain a reference book to record all endorsement/guarantee-related information in accordance with the relevant regulation, including the parties to be endorsed/guaranteed, amount, the date of board meeting resolution or chairman approval, the date of endorsement/guarantee, the necessity and rationality of the endorsement/guarantee, the credibility and risk of involved parties, the impact towards the Company's operating risk, financial position and shareholders' equity, and the necessity to acquire collateral and appraisal of collateral.

  3. Checking credibility and risk assessment Finance Department, based on the application form, shall then investigate into the business that the parties to be endorsed/guaranteed are involved, the financial position, the ability to repay the debts and credibility, profitability and usage of loans, for evaluating the necessity and rationality of the endorsement/guarantee, the credibility and risk of involved parties, the impact towards the Company's operating risk, financial position and shareholders' equity, and the necessity to acquire collateral and appraisal of collateral. Such evaluation results, along with comments and opinions provided by other related departments, shall be submitted to the Board of Directors for approval. A pre-determined limit may be delegated to the Chairman by the Board of Directors to facilitate execution and such endorsement/guarantee shall be reported to the most upcoming Board of Directors' Meeting for ratification.

  4. Authorization

  5. When providing endorsement/guarantee to another company, the Company shall evaluate the risks and prepare an evaluation report and may require the endorsee/guarantee company to provide collaterals if deemed needed. The endorsement/guarantee shall be pre-approved by the board of directors except for some urgent situations that may be approved by chairman, authorized by the board of directors as limited as mentioned in previous article, and submitted to the following board meeting for ratification. The opinions, either agreement or objection, of independent directors shall be taken into consideration and specified in the board meeting

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minutes when resolving the endorsement/guarantee.

In case the above limits have to be exceeded to accommodate business needs, the approval from the Audit Committee and a resolution of the Board of Directors should be obtained and over half of all the directors should jointly endorse the potential loss that may be brought about by the excess of limits. The Board of Directors should also revise the Guidance and has it ratified at the Shareholders' Meeting. If the revised Guidance are not ratified at the Shareholders' Meeting, the Board of Directors should furnish a plan containing a timetable to withdraw the excess portion. The opinions, either agreement or objection, of independent directors shall be taken into consideration and specified in the board meeting minutes when resolving the endorsement/guarantee. If the party to whom the Company provided endorsement and/or guarantee no longer satisfies the criteria set forth in Article 2 herein, or the amount of endorsement and/or guarantee exceeded the limits due to changes of basis on which the amounts of limits are calculated, the amount of

endorsement/guarantee or the excess of limits shall be eliminated upon the maturity of the original contract or the updated contract. This situation shall be reported to the board of directors.

The endorsement/guarantee made in accordance with Item 2, Article 3 of this Guidance, between the subsidiaries, whose voting shares are at least 90% owned, directly or indirectly, by the Company, shall be submitted to the Board of Directors for approval in advance, provided, however, this approval requirement shall not apply to endorsement/guarantee made between subsidiaries in which the Company holds, directly or indirectly, 100% of the voting shares.

Article 7

If, due to changes of circumstances (such as exceeding limit due to reduction in the Company’s net worth), the party to whom the Company provided endorsement and/or guarantee no longer satisfies the criteria, or the amount of endorsement and/or guarantee exceeded the limits, a corrective plan shall be provided to the audit committee and the proposed correction actions should be implemented within the period specified in the plan.

In case the Company provides endorsement/guarantee for the benefit of a subsidiary whose net worth is lower than half of its paid-in capital, the Company shall examine the relevant risks, establish risk control measures and exercise implementation review as below.

  1. After providing endorsement/guarantee, the Company shall closely monitor the financial position, business development and credibility of the subsidiary and also the fluctuations in fair value of collaterals if so provided. Any significant changes in fair value of collaterals shall be immediately reported to the general manager and the chairman to seek for the urgent and necessary remediation.

  2. Only when the endorsement/guarantee is released, the Company can return the pledged promissory note or collaterals to the parties to whom the Company provided endorsement and/or guarantee or allow the pledged right to be eliminated.

  3. Any extension of the endorsement/guarantee shall be proposed in advance to the Company’s board of directors by the parties to whom the Company provided endorsement and/or guarantee. Any violation of this requirement may cause the Company to directly dispose the pledged assets or collaterals as repayment.

For purposes of determining the paid-in capital of the above-mentioned subsidiary receiving from the Company any endorsement/guarantee who has no par value or has a par value other than NT$10, the sum of the share capital plus "capital surplus - additional paid-in capital" shall be deemed as its paid-in capital.

Article 8

Reporting and announcement procedures for endorsement/guarantee

Should there be any endorsement/guarantee which is required to be reported to the governmental authority-in-charge or to be publicly announced, such report or public announcement shall be

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made by the Company in accordance with the relevant laws, rules and regulations. Article 9

The Company’s subsidiary who desires to make endorsement/guarantee to others shall enact its own guidance according to the "Guidelines for Fund-Lending and Providing Endorsements and Guarantees by Public Companies", propose it to the board of directors for approval and then execute the endorsement/guarantee accordingly.

The Company’s subsidiary who makes any endorsement/guarantee shall prepare detailed schedule of endorsement/guarantee for the most recent month for the financial department to execute announcement and reporting matters.

If there is any reporting and announcement required for the Company's subsidiary which is not a domestic public company, the Company will follow the requirement on behalf of its subsidiary.

Article 9-1

The “subsidiary” or “parent company” referred in this Guidance shall be defined as the same as those in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Where the Company's financial reports are prepared according to the International Financial Reporting Standards, "net worth" in the Guidance means the equity attributable to owners of the parent in the balance sheet.

Article 10

Penalty

The Company's managers and persons-in-charge shall follow the Guidance in order to prevent the Company from incurring any losses. Should there be any violation of related regulations or the Guidance, subsequent castigation is subject to the related Personnel Articles of the Company in considering the materiality of violation.

Article 11

The Guidance should be agreed by the audit committee, resolved by the meeting of Board of Directors and implemented after being proposed to shareholders for final approval. The procedures for amendment are the same.

These Articles of Incorporation were agreed upon and signed on May 15, 2002. First amended on Jun. 28, 2003; Second amended on Jun. 19, 2006; Third amended on Jun. 16, 2009; Fourth amended on Jun. 18, 2010; Fifth amended on Jun. 18, 2012; Sixth amended on Jun. 17, 2013; Seventh amended on Jun. 19, 2014. Seventh amended on Jun. 19, 2014. Eighth amended on May. 26, 2017.

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Appendix V

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Shareholding of Directors

1. Paid-in capital of the Company is NTD$4,510,390,050, with a total of 451,039,005 outstanding shares.

  1. According to Article 26 of the Securities and Exchange Act, the minimum number of shares to be held by the entire directors is 16,000,000 shares.

  2. As of the date for suspending the share transfer for this shareholders meeting, the shareholding of each individual and entire directors stipulated in the shareholders roster is as follows:

Book closure date: March 30, 2020

Position Name Shareholding when
elected
Shareholding when
elected
Current shareholding Current shareholding
Shares Shareholding
ratio(%)
Shares Shareholding
ratio(%)
Chairman Guo, Ming-Dong 1,069,795
0.24%

1,069,795

0.24%
Director Tong, Zi-Xian 200,000
0.04%

200,000

0.04%
Director Chen, Ho-Shu 361,002
0.08%

361,002

0.08%
Director Asustek Investment Co. Ltd. 58,233,091 13.06%
58,233,091
12.91%
Representative: Su, Yan-Xue - - - -
Director Asuspower Investment Co. Ltd. 55,556,221 12.46%
55,556,221
12.32%
Representative: Wu, Xiang-Xiang - - - -
Director Cheng, Zhong-Ren - - - -
Independent
Director

Chen, Jin-Cai
- - - -
Independent
Director

Hwang, Chung-Pao
- - - -
Independent
Director

Wu, Hui-Huang
- - - -
Total 115,420,109 25.88% 115,420,109 25.59%

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Appendix VI

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Other Explanation Item

The acceptance of the shareholders' proposals for the shareholders meeting this year:

  1. According to Article 172-1 of the Company Act, shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of a company may propose to the company a proposal for discussion at a shareholders' general meeting.

  2. The number of words of a proposal to be submitted by a shareholder shall be limited to not more than three hundred (300) words, and more than one proposal or any proposal containing more than 300 words shall not be included in the agenda of the shareholders' meeting.

  3. The period for acceptance of shareholders' proposal: From March 20, 2020 to March 30, 2020; the information has been announced on the Market Observation Post System.

  4. The Company did not receive any shareholders' proposal during the aforesaid period.

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