KINSUS — AGM Information 2022

Jun 7, 2022

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

KINSUS INTERCONNECT TECHNOLOGY CORP. Minutes for the 2022 of Annual Meeting of Shareholders

• ⚫ Time: 9:00 a.m., 27[th] May, 2022 (Friday) (Registration starts at 8:30 a.m.)

• ⚫

• Location: No. 1245, ZhongHua Rd., XinWu Dist., Taoyuan City

• ⚫ Total outstanding shares: 450,844,060 shares. Total shares held by shareholders presented in person or by proxy: 357,960,578 shares (including electronic votes (“e-votes”) of 357,790,495 shares.) Percentage of shares held by shareholders presented in person or by proxy: 79.39%

• ⚫ Attending Directors:

Mr. Liao, Sih-Jheng,

Mr. Tong, Zi-Xian, (Via Video)

Mr. Guo, Ming-Dong, Mr. Chen, He-Xu, Ms. Zhang, Qian-Wei, Ms. Hu, Gui-Qin,

Mr. Wu, Hui-Huang, Convener of Audit Committee,

Mr. Chen, Jin-Cai, (Via Video)

Mr. Lee, Ming-Yu,

• ⚫ Other attendants:

Mr. Cheng, Ching-Piao, CPA, Ernst & Young

Mr. Chen, Wei-Jing, General Counsel

• ⚫ Chairman: Liao, Sih-Jheng, the Chairman

• ⚫ Meeting Recorder: Ms. Liu, Su-Zhen

The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman calls the meeting to order.

• ⚫ Chairman’s Opening Statement (omitted)

I. Items To Be Reported

1. The 2021 Business Report

Explanatory Notes: Please refer to Attachment I.

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1. Audit Committee’s Review Report on the 2021 Financial Statements

Explanatory Notes: Please refer to Attachment II.

1. To report 2021 Employees’ and directors’ Compensation

Explanatory Notes:

• a. Base on the Company’s the Article of Incorporation, article 24, the Company’s employees’ and directors’ compensation shall be at no less than 10% and no more than 1% of the ‘‘income before tax and employees’ and directors’ compensation’’, respectively, if profits in current year is made.

• b. The Company’s board of directors has resolved to pay out 2021 directors’ and employees’ compensation in amount of NT$34,369,568 and NT$582,161,331, respectively, if profits in current year is made.

• To report the 2021 Earnings Distribution of dividends.

Explanatory Notes:

• a. Based on the Company’s Article of Incorporation, article 24-1, authorize the Company’s board of directors has resolved to pay out cash dividend NT$4.5 per share in amount of NT$2,028,798,270.

• 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 Chairman under the authorization.

• c. Please authorize the Chairman 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 2021 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.

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• b. For details, please refer to Attachment I and Attachment III to the Meeting Handbook.

Voting Results: The proposal is approved.

Number of shares presented at the time of voting	For	Against	Abstained	Invalid
357,806,079 votes* (357,790,495 e-votes)	331,365,903 votes* (331,364,319 e-votes)	37,089 votes* (37,089 e-votes)	26,403,087 votes* (26,389,087 e-votes)	0 votes*
100.00%	92.61%	0.01%	7.38%	0.00%

*including e-votes (numbers in brackets)

1. To approve the proposal for 2021 earnings distribution (Proposed by the Board of Directors)

Explanatory Notes:

• a. The Company makes the earnings distribution in accordance with its Articles of Incorporation based on total distributable earnings of NT$13,840,138,519, composed of 2021 net income of NT$3,858,983,221, other comprehensive income of actuarial gain from defined benefit plans of NT$9,757,497, adjustment of reorganization NT$(845), employee restricted share adjusted amount of NT$62,063, prior years' unappropriated earnings of NT$10,380,308,324, legal reserve of NT$(386,880,194), and special reserve NT$(22,091,547)

• b. The 2021 earnings distribution table is shown in Attachment IV to the Meeting Handbook for reference.

Voting Results: The proposal is approved.

Number of shares presented at the time of voting	For	Against	Abstained	Invalid
357,806,079 votes* (357,790,495 e-votes)	331,883,505 votes* (331,881,921 e-votes)	57,597 votes* (57,597 e-votes)	25,864,977 votes* (25,850,977 e-votes)	0 votes*
100.00%	92.76%	0.01%	7.23%	0.00%

*including e-votes (numbers in brackets)

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III. Items To Be Discussed and Resolved and The Election

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

Explanatory Notes:

• a. 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.

Voting Results: The proposal is discussed and resolved faverable.

Number of shares presented at the time of voting	For	Against	Abstained	Invalid
357,806,079 votes* (357,790,495 e-votes)	328,626,327 votes* (328,624,743 e-votes)	2,492,275 votes* (2,492,275 e-votes)	26,687,477 votes* (26,673,477 e-votes)	0 votes*
100.00%	91.84%	0.70%	7.46%	0.00%

*including e-votes (numbers in brackets)

1. Amendment to the Company’s Procedures for Acquisition or Disposal of Assets (Proposed by the Board of Directors)

Explanatory Notes:

• a. The Amendment is based on the Company’s practical operation and strengthen the management of related party transactions, and for comparison for amendment to the company’s procedures for acquisition or disposal of assets, please refer to Attachment VI.

Voting Results: The proposal is discussed and resolved faverable.

Number of shares presented at the time of voting	For	Against	Abstained	Invalid
357,806,079 votes* (357,790,495 e-votes)	331,305,963 votes* (331,304,379 e-votes)	40,099 votes* (40,099 e-votes)	26,460,017 votes* (26,446,017 e-votes)	0 votes*
100.00%	92.59%	0.01%	7.40%	0.00%

*including e-votes (numbers in brackets)

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1. Resolving an issuance of restricted stock awards (RSA). (Proposed by the Board of Directors)

Explanatory Notes:

• a. The Company would issue restricted stock awards (RSA) for 2022 in accordance with the related regulations from Article 267, Item 9 and 10 of the Company Act and the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers”.

• (Hereinafter referred to as the “issuance regulation’’)

• b. The major terms are described below:

• (1) Issue price: NT$85.6 per share.

• (2) Total volume to be issued: 5,400,000 shares. The Company shall ore-file to the authority in one or several times starting one year from the shareholders’ meeting resolving the issuance and may fulfill the issuance in one or several times based on its need within one year from the date the authority’s approval letter arriving the Company. The chairman is authorized by the board to enact the actual issuance date.

• (3) Release conditions:

  • (a)Vesting conditions:

  • i. Indicator A: above employee at level 8

The vested interest is listed below for the qualified employees under indicator A of the RSA plan in the condition of remaining on job from the grant date to the respective vested dates and no breach on laws and regulations, service agreements, commitments of integrity and confidentiality, ethic of conduct, etc.

• A. 30% upon one month from the grant date (Unconditional round up to thousand shares);

• B. 20% upon eight month from the grant date (Unconditional round up to thousand shares);

• C. 20% upon thirteen month from the grant date (Unconditional round down to thousand shares);

• D. 10% upon twenty month from the grant date (Unconditional round up to thousand shares);

• E. 10% upon twenty five month from the grant date (Unconditional round up to thousand shares);

• F. remaining shares upon thirty two month from the grant date.

• ii. Indicator B: employee at level 6 through level 7

• The vested interest is listed below for the qualified employees under indicator A of the RSA plan in the condition of remaining on job from the grant date to the respective vested dates and no breach on laws and regulations, service agreements, commitments of integrity and confidentiality, ethic of conduct, etc.

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• A. 30% upon one month from the grant date (Unconditional round up to thousand shares);

• B. 50% upon thirteen month from the grant date (Unconditional round down to thousand shares);

• C. remaining shares upon twenty five month from the grant date.

• (b)Unvested employee:

The Company will buy back and cancel all the shares granted to, in accordance with the RSA Plan, the employees who do not meet the vested conditions.

• (c)In cases of employee resign, retire, injury or dereliction of duty, death, transfer to affiliate company or leave without pay:

• A. The Company will buy back in the issuance price all the unvested shares from the employees who be in those situations treated as losing qualification of being vested, including voluntary resignation, being laid-off / dismissal / retirement due to incompetency, non-occupational disaster death.

• B. Employees being laid-off due to reasons other than incompetency: The vested shares for any qualified but laid off employee during a year in accordance with other vested condition from Article 7 of the RSA Plan are computed by the days on duty timing the shares entitled at the vested date in this year. On the other hand, the Company will buy back all the unvested issued shares as the employees will be treated as losing 6 the qualification to be vested.

• C. Injury of duty:

Any qualified employee who becomes disabled and unable to work continuously due to injury of duty are treated as completing the vesting period in that year but shall be subject to the limitation regarding vesting period and ratio set forth on article 7 of the RSA Plan. The underlying employee would lose his/her qualification to be vested in the following year of resign and the Company would therefore buy back and cancel all the unvested shares from the employee in the original issuance price except for, in a special approval from the chairman, those who have contributed significantly and/or done the best efforts to fulfill the duty to the Company.

• D. Dereliction of duty:

All unvested shares of any qualified employee who die from duty are treated as vested at the date of death and can be inherited by in accordance with the Inherence Chapter of Civil Law and legally transferred under a trust agreement to the legal heir after the occurrence of the fact. The succession is to process according to related procedures specified in the “Handling Rule for a public company’s shares”.

• E. Transfer to affiliate company

Any qualified employee who is to transfer to the affiliate companies upon request from the Company due to business needs may be treated as, if meeting with the other vesting conditions specified in article 7 of the RSA

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Plan in the year of transfer, to achieve the vesting condition with respect to timing, ratio and scope at the approval from the Chairman or authorized person.

• F. Leave without pay

• For any qualified employee who is permitted for a leave without pay, the retention seniority of unvested issued RSA shares specified in RSA Plan is to postpone by the duration of leave if the effective date of leave meets the other vesting conditions specified in article 7 of the RSA Plan.

• G. The Company shall cancel all the RSA shares brought back according to the RSA Plan.

• (4) Qualification requirements for employees:

• (a)The qualified employees are limited to those full-time employees who areformally hired and have been on board at the grant date of RSA shares. Indicator A: above employee at level 8

• Indicator B: employee at level 6 through level 7

• (b)The proposal of actually granted employees and the granted share volume for those employees shall be reviewed and submitted by the CEO, then submitted by the Chairman to the Board for a final approval in consideration of job position, performance, or other needs of management. However, employees with managerial status or directors with employee status should be approved by the Compensation and Remuneration Committee first.

• (c)For a single employee, the total of shares granted under Item 1, Article 56-1 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers and the RSA Rule shall not exceed 0.3% of the Company’s total issued shares. Furthermore, for a single employee, the total of shares granted under Item 1, Article 56-1 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the RSA Rule and Item 1, Article 56 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall not exceed 1% of the Company’s total issued shares. However, at a special approval from industrial in-charging governmental authority, the total shares granted to a single employee under both the employee stock option plans and the RSA rule may be exempted from the above-mentioned limitation.

• (5) The reason why it is necessary to issue restricted stocks for employees:

• To retain and recruit professional talent, motivate employees, and enhance employees’ teaming and potential for achieving the objective to jointly generate the benefit of employee and shareholders and to ensure the combination of the both parties’ benefit.

• (6) Calculated expense amount, diluted EPS and other factors affecting shareholder’s equity:

• (a)Calculated expense amount:

The expenses, calculated by using the closing unit trade price of NT$202.50 at

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2022/02/07, to be recorded in 2022, 2023, 2024 and 2025 would be NT$164,099K, NT$307,053K, NT$113,299K and NT$24,715K, respectively.

• (b)Diluted EPS and other factors affecting shareholder’s equity:

The dilution effect on EPS, based on the vesting conditions and currently issued and outstanding shares, would be NT$0.36, NT$0.68, NT$0.25 and NT$0.06 for 2022, 2023, 2024 and 2025, respectively.

Voting Results: The proposal is discussed and resolved faverable.

Number of shares presented at the time of voting	For	Against	Abstained	Invalid
357,806,079 votes* (357,790,495 e-votes)	283,840,841 votes* (283,839,257 e-votes)	47,269,781 votes* (47,269,781 e-votes)	26,695,457 votes* (26,681,457 e-votes)	0 votes*
100.00%	79.33%	13.21%	7.46%	0.00%

*including e-votes (numbers in brackets)

IV. Other Questions and Motions

Shareholder account number 196327 asked questions about company orders, etc., and the chairman gave a reply and explained.

V. Adjournment

(This minutes is extracted from the 2022 of Annual Meeting of Shareholders, the details are subject to the audio and video recording.)

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Attachment I

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

2021 Business Report

1. 2021 Business Report

The global political and economic situation was undergone many changes in 2021, coupled with the increase of variables in the Covid-19, the results of the overall electronic products and semiconductor industry are far higher than the forecast at the beginning of the year, which is completely unexpected.

According to IMF statistics, compared with 3.1% decline in GDP when the Covid-19 began in 2020, global GDP was grown by 5.9% in 2021, it could be said that human beings have entered a post-epidemic era in which they are preparing to coexist with the virus. The GDP growth of developed countries has also reached 5.2%, and the United States is as high as 6.0%; the GDP growth of developing countries is as high as 6.4%, and the GDP growth of China has 8.0%. These large economies can have such high economic growth, in addition to the low base period in 2020, countries have invested a lot in programs such as anti-epidemic, bailouts, etc., which shows that the impact of the Covid-19 on human beings has entered a new form. There is not the single level of negative harm, which is generally called the "post-epidemic era".

In 2021, when the Covid-19 is still unsolved, the industry has undergone earth-shaking changes. Judging from Prismark's recent report figures, global GDP began to decline sharply in 2020, and the semiconductor industry had already grown against the trend. The YoY growth of the semiconductor industry had reached 7% in 2020, And the YoY growth of 2021 increase by 25%. The same growth trend also occurs in the IC substrate industry. This has already seen the same trend in the Company's 2021 revenue growth of 31.88%, which is better than industry average.

The growth of the semiconductor industry comes from several aspects; the first is the Stay-atHome Economy brought by the Covid-19 (working from home, schooling at home, remote meetings, shopping at home, etc.), which not only promotes the Internet, handheld devices, laptops and the demand for consumer products, and the worries of electronic product is short supply which customers cannot buy semiconductors, pushed up the problems of shortage of materials, price increases, and supplying more and less material for some parts, which made the demand for semiconductors soar. The second demand is for the long-term demand from AI artificial intelligence and 5G infrastructure. New ICs and new application platforms require a larger IC substrate area and a higher number of layers. The consumption capacity is calculated by several times. The speed of capacity expansion of internal IC substrate factories is far from enough, and it will take several years to have a chance to approach a state of balance between supply and demand. The third demand comes from the electrification and electronization of automobiles. This trend is developing faster than we expected. The main driver comes from the success of Tesla.

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Pure electric vehicles accelerate the process of autonomous driving, electrification and electronization. Modern cars not only require a large amount of semiconductors, but also change the industrial ecology, so that some manufacturers who were not car manufacturers before have a new stage to play.

Looking forward to 2022, the 5G/6G infrastructure will continue to develop, in which the development concept of low-orbit satellite communication is mixed, and it is necessary to grasp the changes of the market more closely and quickly; and the cost of raw materials will continue to rise. The sharp rise in the prices of major raw materials in 2021 will still be a negative factor in 2022 and must be handled with caution.

Overall, the IMF predicts that global GDP growth in 2022 will still be 4.9%, which is still a year full of opportunities. Companies must adjust their capacity allocations in order to grow sustainably and make profits.

The Company’s revenue in parent-company-only basis totaled to NT$27,235,597 thousand in 2021, increased by 31.88% compared to NT$20,651,500 thousand in 2020. Net income in parentcompany-only basis was NT$3,858,984 thousand in 2021, increased by 612.10% compared to NT$541,914 thousand in 2020. The Company’s consolidated revenue totaled to NT$35,672,763 thousand in 2021, increased by 31.64% compared to NT$27,098,474 thousand in 2020. The consolidated net income was NT$4,492,108 thousand in 2021, increased by 383.31% compared to NT$929,443 thousand in 2020. The operating results are as follows.

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

Account (Inparent-company-onlybasis)	2021	2020	Growth Rate (%)
Operatingrevenues	27,235,597	20,651,500	31.88%
Grossprofit	6,831,912	3,058,264	123.39%
Operatingincome	3,367,072	241,446	1294.54%
Pre-tax income	4,288,143	541,914	691.30%
Net income	3,858,984	541,914	612.10%
Earningsper share(in NT$)	8.56	1.21

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

Account (In consolidated basis)	2021	2020	Growth Rate (%)
Operatingrevenues	35,672,763	27,098,474	31.64%
Grossprofit	10,525,845	5,819,054	80.89%
Operatingincome	5,004,566	1,340,579	273.31%
Pre-tax income	5,163,911	1,123,269	359.72%
Net income	4,492,108	929,443	383.31%
Net income/loss attributable to:
Shareholders of theparent	3,858,984	541,914

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Non-controllinginterests	633,124	387,529
Earningsper share(In NT$)	8.56	1.21

2. Summary of 2022 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 engineering resources to stay ahead, and striving for better profit to benefit our shareholders under the intense competition.

The IC packaging substrates industry is developing in several technological directions; For example, multi-chip Wafer, high-integration packages (Chiplet), SiP modules, integrated antenna modules, high-frequency and high-speed applications, thin lines, thinning... etc. The company's R&D department continues to grasp the direction of technological development and customer demands, and will create differentiation with technology and quality to maintain the highest competitiveness.

(2)Expected Sales and Its Sources

In the PCB industry, the product with the highest compound growth rate is the IC substrate in the next few years (2021~2025). According to Prismark research data, the compound growth rate of the IC substrate is 13.9%. This is not only in the ABF substrate products with the growth of demand for AI, IoT, HPC, machine learning, automotive applications, 5G/6G infrastructure, etc., there are also in the BT substrate products which increase the demand of AiP, SiP, RF components by 5G mobile phones, and the High Bandwidth Memory (HBM) brought by servers, data centers, etc., all above drive the growth of the overall demand for IC substrates. The growth of the company's revenue is determined according to the growth trend of these product blocks, and it is necessary to be cautious about the allocation of production capacity, so as to avoid waste of incomplete utilization of production capacity.

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(2020 ~ 2025 Global PCB Market Size and Product Portfolio)

• (3)Significant Production and Marketing Policy

• A. Strengthen the development of multi-chip packaging technology, and focus on process technology and match the development of high-frequency and high-speed materials to meet the needs of 5G/6G and automotive products.

• B. Expanding the capacity of ABF FC-BGA substrate to match the medium and long-term development needs of multi-layer boards, high-frequency and high-speed.

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 2021 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: Wu, Hui-Huang

February 15[th] , 2022

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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, 2021 and 2020, 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, 2021 and 2020, 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, 2021. These matters were addressed in the context of our audit of the parent-company-only financial

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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 revenue amounting to NT$27,235,597 thousand for the year ended December 31, 2021 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$2,277,128 thousand as of December 31, 2021. As the application market of substrate, 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

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associate accounted for under the equity method by the Company. The financial statements of FuYang Technology Corp. as of December 31, 2021 and 2020, 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 associate accounted for under the equity method amounting to NT$325,005 thousand and NT$298,789 thousand as of December 31, 2021 and 2020 representing 0.66% and 0.85% 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$27,839 thousand and NT$(233,581) thousand representing 0.65% and (43.10)% 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$(1,623) thousand and NT$(5,889) thousand representing 13.16% and 91.36% 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.

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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:

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.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2021 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.

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Hong, Mao-Yi

Cheng, Ching-Piao

Ernst & Young February 15[th] , 2022 Taipei, Taiwan, Republic of China

Notice to Readers

The accompanying parent-company-only financial statements are intended only to present the parent-company-only 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 parent-company-only financial statements are those generally accepted and applied in the Republic of China on Taiwan.

Accordingly, the accompanying parent-company-only 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 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, 2021 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

Liao, Sih-Jheng

Chairman

February 15[th] , 2022

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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, 2021 and 2020, 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, 2021 and 2020, 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 2021 consolidated financial statements. These matters were addressed in the context of

25

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$35,672,763 thousand for the year ended December 31, 2021 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$3,465,944 thousand as of December 31, 2021. As the application market of substrate, 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 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

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accounted for under the equity method. The financial statements of FuYang Technology Corp. as of December 31, 2021 and 2020 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 associate accounted for under the equity method amounting to NT$325,005 thousand and NT$298,789 thousand as of December 31, 2021 and 2020 representing 0.56% and 0.70% of the Company’s consolidated total assets, the related shares of income before tax from the associate under the equity method for the years then ended amounting to NT$ 27,839 thousand and NT$(233,581) thousand representing 0.54% and (20.79)% of the Company’s consolidated income before tax, and the related shares of other comprehensive income from the associate under the equity method for the years then ended amounting to NT$(1,623) thousand and NT$(5,889) thousand representing 6.69% and 25.79% 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

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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, 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.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2021 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, 2021 and 2020.

Hong,Mao-Yi

Cheng,Ching-Piao

Ernst & Young February 15[th] , 2022 Taipei, Taiwan, Republic of China

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated 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 consolidated 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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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, 2021

Item	Amount (In: NT$)
Beginning retained earnings Add: Other comprehensive income (loss) in 2021 -Actuarial gain/loss of defined benefit Less: Adjustment of reorganization Add: Adjustment of employee restricted stocks Add: Net income after tax in 2021 Less: 10% legal reserve Special reserve Distributable earnings Distributions Less: Cash dividend to shareholders (NT$4.5 per share) Unappropriated retained earnings	$10,380,308,324 9,757,497 (845) 62,063 3,858,983,221 (386,880,194) (22,091,547)
	13,840,138,519 (2,028,798,270)
	$11,811,340,249

Chairman: CEO: Chief Accountant:

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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 9-1: When the Company’s shareholders’meeting is held, it can be held by means of physical shareholder meeting, visual communication network (including pure video shareholders' meeting and video-assisted shareholders' meeting) or other methods promulgated by the central competent authority. It shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters.		According to Article 172-2 of “Company Act” to this article is hereby amended open up public offering companies to convene shareholders' meetings by video conferencing.
	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, 4. To enact important rules and organizational regulations of the Company, 5. To engage and terminate the general manager and principal manager of the Company, 6. To determine the establishment and winding-up of branches, 7. To produce the budget and the final accounts, and 8. Todelegatedother duties authorized by the Company Act or the resolution of the shareholders' meeting(s).	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, 4. To enact important rules and organizational regulations of the Company, 5. To engage and terminate the general manager and principal manager of the Company, 6. To determine the establishment and winding-up of branches, 7. To produce the budget and the final accounts, and 8. To perform other duties authorized by the Company Act or the resolution of the shareholders' meeting(s).	The text of this article may be updated as appropriate.
	Article 24-1: The Company, if making profits in current year, shall distribute the earnings in the following order: 1.Payment ofalltaxes and dues;	Article 24-1: The Company, if making profits in current year, shall distribute the earnings in the following order: 1.Payment ofalltaxes and dues;	1. In practice, "total capital" is determined by the amount of paid-in capital,

36

	After amendment	Before amendment	Explanation
	2. Offset prior years’ operation losses; 3. Set aside 10% of the remaining amount after deducting items (a) and (b) as legal reserve; However, when the statutory surplus reserve has reached the company'spaid-in capital,this limitation is not applicable; 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 bonusesor all or part of statutory surplus reserve and capital reservein 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; 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.	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 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; 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.	that is, the statutory surplus reserve set aside by the company. When the amount of paid- in capital is reached, it is no longer required to be set aside. Therefore, in accordance with Article 237 of the Company Law 1 provision, the text should be revised to conform to the actual situation. 2. According to Article 240 and 241 of the Company Law stipulate that if dividends and bonuses are distributed in cash from shareholders' dividends, statutory surplus reserves and capital reserves, they may be specially resolved by the board of directors and reported to the shareholders' meeting.
	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	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,	Additional revision date.

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	After amendment	Before amendment	Explanation
	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 fifteenth revised was May 29, 2019. The sixteenth revised was May 28, 2020.The seventeenth revised was May 27, 2022.	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 fifteenth revised was May 29, 2019. The sixteenth revised was May 28, 2020.

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Attachment VI

Kinsus Interconnect Technology Corp.

Acquisition and disposal of assets amendment table

After amendment Before amendment Explanation Article 6: Article 6: 1.In order to Professional appraisers and their officers, Professional appraisers and their officers, clarify the certified public accounts, attorneys, and certified public accounts, attorneys, and procedures and securities underwriters that provide public securities underwriters that provide public responsibilities companies with appraisal reports, certified companies with appraisal reports, certified that external public accountant's opinions, attorney's public accountant's opinions, attorney's experts should opinions, or underwriter's opinions shall opinions, or underwriter's opinions shall follow, the meet the following requirements: meet the following requirements: preamble of 1.~3. Omit. 1.~3. Omit. Paragraph 2 is When issuing an appraisal report or When issuing an appraisal report or opinion, amended, in opinion, the personnel referred to in the the personnel referred to in the preceding addition to the preceding paragraph shall comply with the paragraph shall comply with the following: items listed in self-discipline regulations of the trade 1.Omit. the current associations to which it belongs and 2.When examining a case, they shall Paragraph 2, comply with the following: appropriately plan and execute adequate they should 1.Omit. working procedures, in order to produce a also be handled 2.When performing a case, they shall conclusion and use the conclusion as the in accordance appropriately plan and execute adequate basis for issuing the report or opinion. The with the selfworking procedures, in order to produce related working procedures, data discipline a conclusion and use the conclusion as collected, and conclusion shall be fully regulations of the basis for issuing the report or and accurately specified in the case their respective opinion. The related working working papers. trade procedures, data collected, and 3.They shall undertake an item-by-item associations. conclusion shall be fully and accurately evaluation of the comprehensiveness, 2.In view of the specified in the case working papers. accuracy, and reasonableness of the fact that the 3.They shall undertake an item-by-item sources of data used, the parameters, and work of experts evaluation of the appropriateness and the information, as the basis for issuance to issue reasonableness of the sources of data of the appraisal report or the opinion. valuation used, the parameters, and the 4.They shall issue a statement attesting to reports or information, as the basis for issuance of the professional competence and reasonableness the appraisal report or the opinion. independence of the personnel who opinions is not 4.They shall issue a statement attesting to prepared the report or opinion, and that the work of the professional competence and they have evaluated and found that the auditing independence of the personnel who information used is reasonable and financial prepared the report or opinion, and that accurate, and that they have complied with reports, the they have evaluated and found that the applicable laws and regulations. wording of information used is appropriate and “examining” reasonable, and that they have complied cases in with applicable laws and regulations. Subparagraph 2 of Paragraph 2 is amended to be “performing” cases. In addition, in order to

39

After amendment	Before amendment	Explanation
		conform to the actual evaluation situation of the experts on the data sources, parameters, etc. used, the text of the evaluation “comprehensiv eness, accuracy, and reasonableness ” in Subparagraphs 3 and 4 of Subparagraph 2 is amended to be “appropriate and reasonable”.
Article 7: Procedures for acquisition or disposal of real estate, equipment or right-of-use assets are as follows: 1.~3. Omit. 4.Appraisal report of real estate, equipment or right-of-use assets thereof: In acquiring or disposing real estate, equipment or right-of-use assets thereof where the transaction price reaches 20% of the Company's paid-in capital or NT$300 million or more, the Company shall obtain an appraisal report prior to the date of occurrence from a professional appraiser and shall further comply with the following provisions, except trading with a government agency, contracting third parties to build on the land owned or rented by the Company, or acquiring or disposing of machinery and equipment or right-of-use assets thereof for operating purposes. (1).~(2). Omit. (3). Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, except the actual acquisition price is lower than the appraised price or the actual	Article 7: Procedures for acquisition or disposal of real estate, equipment or right-of-use assets are as follows: 1.~3. Omit. 4.Appraisal report of real estate, equipment or right-of-use assets thereof: In acquiring or disposing real estate, equipment or right-of-use assets thereof where the transaction price reaches 20% of the Company's paid-in capital or NT$300 million or more, the Company shall obtain an appraisal report prior to the date of occurrence from a professional appraiser and shall further comply with the following provisions, except trading with a government agency, contracting third parties to build on the land owned or rented by the Company, or acquiring or disposing of machinery and equipment or right-of-use assets thereof for operating purposes. (1).~(2). Omit. (3).Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, except the actual acquisition price is lower than the appraised price or the actual disposal 5 price is higher	Considering that Article 6 has been amended and added to require external experts to issue opinions, they should follow the self-discipline rules of their own trade associations, and the procedures for accountants to issue opinions have been covered. Therefore, it delete the wording in the Article 7 Item 4 paragraph 3 which say that

40

After amendment		Before amendment	Explanation
disposal price is higher than the appraised price, a CPA shall be engaged to perform the appraisal and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: a.~b. Omit. (4)~(5). Omit.	than the appraised price, a CPA shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation (ARDF)and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: a.~b. Omit. (4)~(5). Omit.		CPA shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation .
Article 8: Procedures for acquisition or disposal of securities Investment 1.~3. Omit. 4. Professional opinions: (1)In acquiring or disposing securities where the transaction price reaches 20% of the Company’s paid-in capital or exceeds NT$300 million, opinions regarding the transaction price from CPA shall be obtained prior to the date of occurrence. Where the transaction price is available in the open market or otherwise regulated by the Financial Supervisory Commission (“SFC”) under the Executive Yuan, the limitation shall not apply. (2)Omit.	Article 8: Procedures for acquisition or disposal of securities Investment 1.~3. Omit. 4. Professional opinions: (1)In acquiring or disposing securities where the transaction price reaches 20% of the Company’s paid-in capital or exceeds NT$300 million, opinions regarding the transaction price from CPA shall be obtained prior to the date of occurrence.Where CPA’s opinion is based on the professional opinions, it shall be prepared in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.Where the transaction price is available in the open market or otherwise regulated by the Financial Supervisory Commission (“SFC”) under the Executive Yuan, the limitation shall not apply. (2)Omit.		The reasons for the amendment are the same as those described in Article 7.
Article 9: Procedures for related parties’ transactions are as follows: 1. Omit. 2. Evaluation and operating procedures: When acquiring or disposing real estate or right-of-use assets thereof with a related party regardless of its transaction price, or acquiring or disposing assets or right-of-use assets thereof other than real	Article 9: Procedures for related parties’ transactions are as follows: 1. Omit. 2. Evaluation and operating procedures: When acquiring or disposing real estate or right-of-use assets thereof with a related party regardless of its transaction price, or acquiring or disposing assets or right-of- use assets thereof other than real estate		In order to strengthen the management of related party transactions, taking into account the norms of major international capital markets, it is added that the

41

After amendment

estate with a related party for the transaction price over 20% of the Company’s paid-in capital, 10% of the Company’s total assets, NT$300 million, except in trading of domestic government bonds government bonds, bonds with call/put option, and money market funds issued by domestic security/investment/trust institutions, the transaction may not be proceeded until the following matters have been approved by the Audit Committee and resolved by the Board of Directors. Contracts and payments shall only be signed and paid upon the approval from board of directors. When acquiring or disposing equipment for production purpose with a related party, board of directors can authorize the chairman to exercise the duty within the prescribed limit and report to the board of directors upon completion of the transactions.

(1)~(7) Omit.

With respect to the types of transactions listed below, when to be conducted between the company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the company's board of directors may delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting: (1)~(2) Omit.

The Company or its subsidiaries that are not domestic public companies have the first transaction, and the transaction amount is more than 10% of the Company's total assets, the Company shall submit the all kinds of information in the first paragraph to the shareholders' meeting for approval, before signing the transaction contract and making payment. However, the transaction

Before amendment

with a related party for the transaction price over 20% of the Company’s paid-in capital, 10% of the Company’s total assets, NT$300 million, except in trading of domestic government bonds government bonds, bonds with call/put option, and money market funds issued by domestic security/investment/trust institutions, the transaction may not be proceeded until the following matters have been approved by the Audit Committee and resolved by the Board of Directors. Contracts and payments shall only be signed and paid upon the approval from board of directors. When acquiring or disposing equipment for production purpose with a related party, board of directors can authorize the chairman to exercise the duty within the prescribed limit and report to the board of directors upon completion of the transactions. (1)~(7) Omit.

With respect to the types of transactions listed below, when to be conducted between the company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the company's board of directors may delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and ratified by the next board of directors meeting:

(1)~(2) Omit.

1. Omit.

Explanation

public offering company or its subsidiary that is not a domestic public offering company acquires or disposes of assets from related parties, and the transaction amount reaches 10% of the public offering company's total assets. For the above, the public offering company shall submit the relevant information to the shareholders' meeting for approval before doing so, in order to protect the rights and interests of shareholders, but the public offering company and its parent company, subsidiaries, or their subsidiaries are exempt from the resolution of the shareholders' meeting for transactions with each other.

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	After amendment	Before amendment	Explanation
3.	between the Company and its parent Company, subsidiaries, or its subsidiaries is not limited to this. Omit.
Article 10: Procedures for acquisition or disposal of Membership, intangible assets or right-of-use assets 1.~3. Omit. 4.CPA’s opinion is required under the following circumstances (1)Where the transaction price of acquiring or disposing membership, intangible assets or right-of-use assets reaches 20% of the Company’s paid-in capital orexceeds NT$300 million, except for those transactions dealed with domestic government, CPA’s opinion shall be obtained prior to the date of occurrence. (2) Omit.		Article 10: Procedures for acquisition or disposal of Membership, intangible assets or right-of- use assets 1.~3. Omit. 4.CPA’s opinion is required under the following circumstances (1)Where the transaction price of acquiring or disposing membership, intangible assets or right-of-use assets reaches 20% of the Company’s paid-in capital orexceeds NT$300 million, except for those transactions dealed with domestic government, CPA’s opinion, in compliance with the Provisions of Statement of Auditing Standards No. 20 published by the ARDF,shall be obtained prior to the date of occurrence. (2) Omit.	The reasons for the amendment are the same as those described in Article 7.
Article 14: Procedures for public disclosure of Information 1. Disclosure items and standards (1)~(3) Omit. (4)Any transaction, other than those referred in the preceding three subparagraphs, such as disposal of receivables by a financial institution or investment in mainland China that reaches 20% of the Company’s paid- in capital or exceeds NT$300 million. However, the following circumstances shall not apply: A.Trading of domestic government bondsor government bonds with a credit rating not lower than our country's sovereign rating. B.Securities trading by Investmen professionals on securitie exchanges or over-the-counter		Article 14: Procedures for public disclosure of Information 1. Disclosure items and standards (1)~(3) Omit. (4)Any transaction, other than those referred in the preceding three subparagraphs, such as disposal of receivables by a financial institution or investment in mainland China that reaches 20% of the Company’s paid-in capital or exceeds NT$300 million. However, the following circumstances shall not apply: A.Trading of domestic government bonds. B.Securities trading by Investmen professionals on securitie exchanges or over-the-counter markets, general corporate bonds or general financial bonds without equity	1.Considering that the current public issuance companies have been exempted from the announcement and declaration for their purchases of domestic public bonds, the first item of Paragraph 4 of Paragraph 1 of the first paragraph is to be amended to relax the issuance rating of their trading of bonds that are not lower than my country's sovereign rating. declare. 2.Considering that the

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	After amendment	Before amendment	Explanation
markets, foreign government bonds,general corporate bonds or general financial bonds without equity issued/outstanding (excluding subordinated debt) in domestic preliminary markets, or subscription or redemption of securities investment trust funds, or to purchase or sell back index investment securities, or marketable securities subscribed by security companies due to the underwriting needs and being designated as underwriters in accordance with relatedregulations of Taipei Exchange. C.~F. Omit. (5)Omit. 2.~3.Omit.		issued/outstanding (excluding subordinated debt) in domestic preliminary markets, or subscription or redemption of securities investment trust funds, or marketable securities subscribed by security companies due to the underwriting needs and being designated as underwriters in accordance with relatedregulations of Taipei Exchange. C.~F. Omit. (5)Omit. 2.~3.Omit.	commodity nature of foreign public bonds is simple, and the creditworthiness is usually better than that of foreign ordinary corporate bonds; in addition, the commodity properties of index investment securities and index stock funds are similar, and the second item (2) of Paragraph 4, Paragraph 1 should be amended to relax the investment as a commodity. Professionals who subscribe for foreign government bonds, subscribe for or sell back index investment securities in the primary market are also exempted from public announcement and declaration.

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