KO JA (CAYMAN) CO., LTD.

Hankbook for the 2026 Annual Meeting of Shareholders

Meeting Time : 9:00 a.m., Tuesday, June 23rd, 2026

Place : 3F., No.311, Sec. 2, Zhongshan Rd., Zhonghe Dist., New

Taipei City 235, Taiwan (Yu He Tian Banquet Hall)

Agenda for 2026 Annual Shareholders' Meeting...1
Procedure for the 2026 Annual Shareholders' Meeting...2
Matters to be reported...3
Matters for acceptance...4
Matters for discussion...4
Matter for election...4
Other Matters...6
Ad Hoc Motion...7

Attachment

Attachment 1: 2025 Business Report...8
Attachment 2: Audit Committee’s Review Report...11
Attachment 3: The Comparison Table of Amendments to the Sustainable Development Practice Principles...12
Attachment 4: 2025 Financial Statements...15
Attachment 5: 2025 Profit Distribution Table...25
Attachment 6: The Comparison Table of Amendments to the Memorandum of Association...26

Appendices

Appendix 1: Memorandum of Association...28
Appendix 2: Procedural Rules of General Meeting...71
Appendix: Sustainable Development Practice Principles...83
Appendix 4: Guidelines governing election of Directors...89
Appendix 5: Shareholder Proposal for Annual General Meeting...95
Appendix 6: Shareholding of Director...95

KOJA (CAYMAN) CO., LTD.

Agenda for 2026 Annual Shareholders’ Meeting

Meeting Begins
Chairman’s address
Matters to be reported
Matters for acceptance
Matters for discussion
Matters for election
Other Matters
Ad Hoc Motion
Adjournment

KOJA (CAYMAN) CO., LTD.

Procedure for the 2026 Annual Shareholders’ Meeting

Meeting Time : 9:00 a.m., Tuesday, June 23rd, 2026

Place : 3F., No.311, Sec. 2, Zhongshan Rd., Zhonghe Dist., New Taipei City 235, Taiwan (Yu He Tian Banquet Hall)

Meeting Begins
Chairman’s address
Matters to be reported
(1) 2025 business report
(2) Audit Committee’s review report of year 2025
(3) To report the employees’ compensation and Directors’ compensation of year 2025
(4) To report the cash dividends for year 2025 earnings
(5) To report the amendment of Sustainable Development Practice Principles.
Matters for acceptance
(1) To accept the annual business report and financial statements of year 2025
(2) To accept the earning distribution table of year 2025
Matters for discussion
To Amend the Memorandum and Articles of Association
Matters for election
To elect ten Directors as the seventh-term Directors of the Company (including four Independent Directors)
Other Matters
(1) Relief of the Seventh-Term Directors of the Company from non-competition restrictions
Ad Hoc Motion
Adjournment

KOJA (CAYMAN) CO., LTD.

Procedure for the 2026 Annual Shareholders’ Meeting

Meeting Time : 9:00 a.m., Tuesday, June 23rd, 2026

Place : 3F., No.311, Sec. 2, Zhongshan Rd., Zhonghe Dist., New Taipei City 235, Taiwan (Yu He Tian Banquet Hall)

Mode of convening: Physical meeting

Matters to be reported

(1)
Cause : 2025 business report
Notes : Please refer to Attachment 1 (page8~page10) for 2025 business report.

(2)
Cause : Audit Committee’s review report of year 2025
Notes : Please refer to Attachment 2 (page 11) for Audit Committee’s review report of year 2025.

(3)
Cause : To report the employees’ compensation and Directors’ compensation of year 2025
Notes : In accordance with the Memorandum and Articles of Association of the Company, it was proposed to pay NTD 12,500,000 in cash as employees’ compensation and NTD 1,800,000 in cash as Directors’ compensation. The previously mentioned amount was equal to the recognized expense for the fiscal year. The employees qualified to receive the said compensation would be employees of the Company, its Taiwan branch, and subsidiaries of the Company meeting certain specific requirements specified in the Applicable Listing Rules.

(4)
Cause : To report the cash dividends for year 2025 earnings
Notes : A. In accordance with Article 130 of Memorandum and Articles of Association of the Company, The Company shall authorize the Board to pay the distributable dividends in whole or in part 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.

B. The cash dividend will be NTD 128,675,000 (NTD 2 per share). The cash dividend will be calculated based on shareholding proportion and rounding down to the nearest dollar. The fractional remainder will be other income of the Company. The Chairman is authorized to determine the record date, the paying date, and other matters related to the cash dividend.

C. If the dividend per share changed due to the change of total number of outstanding

shares, the Chairman would be fully authorized to handle and adjust it.

(5)

Cause: To report the amendment of Sustainable Development Practice Principles

Notes: Please refer to Attachment 3 (page12~page14) for the comparison table of amendments to the Sustainable Development Practice Principles.

Matters for acceptance

(1) Proposed by the Board

Cause: To accept the annual business report and financial statements of year 2025

Notes: A. The Company's 2025 consolidated balance sheet, consolidated income statement, consolidated statement of Shareholder's equity and consolidated cash flow statement (detailed in Attachment 4) together with the business report are submitted to the Audit Committee for verification and completion, and the Audit Committee issued a verification report. Among them, the 2025 consolidated balance sheet, consolidated income statement, consolidated statement of Shareholder's equity and consolidated cash flow statement were jointly audited by Deloitte & Touche Accountants Ms. Liao, Wan-Yi and Mr. Chang, Keng-Hsi.

B. Please refer to Attachment 1 (page 8~page10), Attachment 2 (page 11), and Attachment 4 (page15~page24) for the mentioned statements.

C. the proposal be submitted to Annaul Shareholders' Meeting for acceptance.

resolution:

(2) Proposed by the Board

Cause: To accept the earning distribution table of year 2025

Notes: The 2025 Profit Distribution Table has been approved by the Board and been verified by the Audit Committee. Please refer to Attachment 5 (page25).

resolution:

Matters for discussion

(1) Proposed by the Board

Cause: To Amend the Memorandum and Articles of Association

Notes: A. To comply with the Taiwan competent authority's regulatory requirements and to accommodate the Company's actual business needs, it is proposed to amend the Memorandum and Articles of Association accordingly.

B. Please refer to Attachment 6 (page26~page27) for the comparison table of amendments to the Memorandum and Articles of Association.

C. The proposal is submitted to Annaul Shareholders' Meeting for approval and only be resolved by a special resolution.

resolution:

Matter for election

Proposed by the Board

Cause: To elect ten Directors as the seventh-term Directors of the Company (including four Independent Directors)

Notes: A. The expiration date of the term of office of the incumbent Directors and Independent

Directors would be June 26th, 2026. In accordance with Article No.77 of the M&A, if the shareholders' meeting elects all directors before the expiration of the current directors' term of office and the election takes effect immediately ("Complete Election"), unless the shareholders' meeting resolves otherwise, the term of office of the current directors shall be deemed to have expired immediately before the Complete Election.

B. It was proposed that the Company should elect Ten Directors as the Sevenh-term Directors, including four Independent Directors. Term of office of newly elected Directors and Independent Directors would be three (3) years, starting from June 23rd, 2026 to June 22nd, 2029.

C. The election of the Seven-term Directors should adopt the candidate nomination mechanism. The list of Director candidates has been reviewed and approved by the 20th meeting of the Sixth-term Directors. Listed as below :

Director
Name	Education Career	Working Experience	Present Job	No. of Shares hold
Lin, Chih-Feng	University of Westminster Master of Marketing	Siemens Procurement Associate , Sintronic Technology Inc. CEO	KOJA President/CEO , Jia Jing Investment Director , PANVISION Director , Luumii Taiwan branch CEO , Bai Jay Director , Chongqing Ruiford Director , Luumii Co., Ltd. Director , GODA HK Director , GODA (Thailand) Director , Sinner Independent Director , Feng Yi Investment Director	1,579,000
Lee, Fi-Tien	FUDAN University, Financial Management Class	CMEP group President	KOJA Director , Century Million (Wujiang) Electron Plastic Co., Ltd. President/CEO	2,017,290
Lin, Yu-Kai	NCCU EMBA , Columbia University Master of EE	KOJA RD Manager	KOJA Vice Chairman/Specieal Assistant , JUSTHOME Director , Jia Jing Investment Supervisor , Suzhou GODA Supervisor , Suzhou Chia Chi Supervisor , Suzhou Chia Tsai Director , Chongqing Jia Jun Supervisor , Suzhou Luumii Director/GM , Shzhou Apply Director/GM , Behold Optics Technology (Suzhou) Limited Director/GM , Chongqing Ruiford Director , Luumii Co., Ltd. Director , GODA Samoa Director , GODA (Thailand) Director , CMEP Director , Yi Shang Han Investment Director	1,971,500
Ho, Han-Ho	Rissho University Department of Management	KOJA Special Assistant , Zenitron Associate	KOJA Director/GM , Suzhou GODA Director/GM , Suzhou Chia Chi Director/GM , Suzhou Chia Tsai Director/GM , Chongqing JIA JUN	1,667,383

D. Please refer to Appendix 4(page89~page94) for Guidelines Governing Election of Directors.

E. Voting by poll.

Voting Result :

Other Matters

Proposed by the Board

Cause : Relief of the Seventh-Term Directors of the Company from non-competition restrictions

Notes : A. In accordance with Article No.209 of the Company Act of Taiwan, a Director who does anything for himself or on behalf of another person that is within the scope of the Company's business, should explain to the meeting of Shareholders the essential contents of such an act and secure its approval. In accordance with Article No.32 of the M&A, the aforesaid approval should be given upon a Supermajority Resolution.

B. Director candidates engages in business listed below :

Title	Name	Engaes in business
Director	Lin, Chih-Feng	Jia Jing Investment Director、PANVISION Director、Luumii Co., Ltd. Director、Luumii Taiwan branch CEO、Bai Jay Director、Chongqing Ruiford Director、GODA HK Director、GODA (Thailand) Director、Sinher Independent Director、Feng Yi Investment Director

Director	Lee, Fi-Tien	Century Million (Wujiang) Electron Plastic Co., Ltd. President/CEO
Director	Lin, Yu-Kai	Luumii Co., Ltd. Director、Suzhou Luumii Director/GM、Behold Optics Technology (Suzhou) Limited Director/GM 、Shzhou Apply Director/GM 、Chongqing Ruiford Director 、GODA Samoa Director 、GODA (Thailand) Director 、Suzhou Chia Tsai Director 、CMEP Director 、Yi Shang Han Investment Director
Director	Ho, Han-Ho	Suzhou GODA Director/GM 、Suzhou Chia Chi Director/GM 、Suzhou Chia Tsai Director/GM 、Chongquing JIA JUN Director 、GODA (Thailand) Director 、Chongqing Ruiford Director 、Luumii Co., Ltd. Director 、He Mi Te Investment Director
Director	Lin, Yi-Hung	Suzhou Chia Tsai Director 、Chongquing JIA JUN Director/GM
Independent Director	Lee, Chi-Ping	An Xin Investment President 、Tricon International Precident
Independent Director	Wu, Kuo-Hao	SuZhou Lewinsh Taiwan Branch CEO
Independent Director	Shih, Cheng-Tung	Youmei Investment Co., Ltd. Director

C. Please resolve by a special resolution.

resolution :

Ad Hoc Motion

Adjournment

KOJA (CAYMAN) CO., LTD.
Attachment 1

2025 business report

Thanks to all shareholders for your support and care for KOJA (CAYMAN) CO., LTD. (the "Company"). The Company's 2025 business situation report is as follows:

The Company's main product, Membrane Touch Switch (MTS), is a key component of notebook computers, and its operating results are closely related to the notebook computer industry. Benefiting from the end of support for Windows 10, the commercial market is experiencing a strong replacement cycle, but the home market is affected by US tariff policies, leading to more conservative consumer spending. According to market research, global notebook computer shipments are projected to reach approximately 183 million units in 2025, annual growth rate is 3.6%. Our company is seizing this opportunity to expand its market.

The investment of Chongqing Ruifude Fine Chemical Technology. Co., Ltd. has yielded positive results, successfully launching the production of silver paste and hydrophobic agents, key materials for MTS. The company's individual financial statements for fiscal year 2025 show revenue of approximately RMB 87.96 million and after-tax profit of approximately RMB 9.31 million.

In 2025, driven by market risk aversion, industrial demand, and purchases by central banks worldwide, silver prices surged by over 140%. The cost of our main material, silver paste, was consequently affected by the rising silver prices, resulting in high product costs. Starting from the third quarter of 2025, our company adopted a policy of placing advance orders for raw materials to mitigate the erosion of MTS gross margins by rising silver prices.

Under the global trends of sustainable development and artificial intelligence (AI), the Company in 2025 carried out a series of automation equipment investments and developments aligned with these two major directions. In terms of equipment, in addition to adding AOI to roll-to-roll and sheet processes, we have also increased standard production quantities without concerns about materials, equipment, personnel training, and quality. Regarding materials, we require raw material suppliers to optimize existing material specifications and develop new materials to enhance our competitiveness. In terms of processes, we verify and optimize equipment parameters, monitor the use of various tooling fixtures online in real time, and learn and execute AI AOI applications to improve overall efficiency and yield, preventing defective products from leaving the factory. Furthermore, a reasonable configuration of one person working on multiple machines and multiple functions significantly reduces manpower, achieving the goal of reducing carbon emissions. Through the introduction of new equipment, we have increased standard production quantities by more than 10% in punching, automatic assembly, adhesive backing, and reinforcing sheet application. Combined with the implementation of finished product AI AOI inspection, we effectively prevent defective products from entering customers and the market, increasing customer satisfaction.

Operational Performance

Amount (Unit NTD in thousand/NTD)

Item	2025 (NTD thousand)	%	2024 (NTD thousand)	%	Decrease
Operating Revenue	2,579,058	100.00%	2,702,413	100.00%	(123,355)
Gross Profit	566,623	21.97%	727,659	26.93%	(161,036)
Operating Income	132,856	5.15%	240,043	8.88%	(107,187)
Non-operating Income/Expenses	63,946	2.48%	113,788	4.21%	(49,842)
Net Profit Attributable to Parent Company	131,178	5.09%	240,813	8.91%	(109,665)
EPS (NTD/share)	2.04	—	3.74	—	(1.70)

Our company adopted an aggressive pricing strategy, and with the successful development of keyboard models by our mainland China keyboard manufacturers, the overall shipment volume of notebook MTS (Mobile Switching System) in 2025 increased by 5.5% compared to 2024. However, due to the transition period between old and new computer keyboard backlight modules, the shipment volume of our subsidiary, Suzhou Luumii Limited., decreased by 27% in 2025 compared to 2024. Furthermore, affected by the disruption caused by US tariffs and irrational market expectations, the New Taiwan Dollar appreciated by NT$1.343 (4.7%) throughout 2025; US tariff policies also harmed the overall Vietnamese market, with the revenue of our Vietnam Koh Dhe plant declining by 25% in 2025 compared to 2024, resulting in a decline in operating revenue for 2025.

Intense price competition in product pricing, coupled with high costs of silver paste, a key raw material, eroded gross profit margins despite measures taken to mitigate the impact, resulting in a decrease of NT$161,036,000 in operating profit. The company's administrative and marketing expenses for fiscal year 2025 decreased by 11% compared to fiscal year 2024, primarily due to strict cost control measures implemented in response to US tariffs, silver price fluctuations, and currency appreciation, including organizational and human resource optimization and salary reductions for managers. The decrease in operating profit caused by declining revenue outweighed the savings in administrative and marketing expenses, resulting in a decrease of NT$107,187,000 in operating profit compared to fiscal year 2024.

The appreciation of the New Taiwan Dollar in 2025 resulted in an exchange loss of approximately NT$33,516,000, compared to an exchange gain of approximately NT$47,406,000 in 2024, representing an increase in exchange loss of NT$80,922,000. Furthermore, while the Company utilized bank deposits and idle funds in 2025, the US Federal Reserve's interest rate cuts at the beginning of 2025 resulted in an increase in interest

income of NT$6,952,000 compared to 2024. The leasing of idle space at the Suzhou Chia Chi Electronics Co., Ltd. plant and the GODA (Thailand) plant in 2025 increased rental income by NT$6,291,000 compared to 2024. Therefore, non-operating items decreased by approximately NT$49,842,000 compared to the previous year.

In summary, the Company's net profit attributable to the parent company in 2025 decreased by NT$109,635,000 compared to 2024.

Looking to the Future

The company has accumulated more than 50 years of screen printing profound technology, and strives to develop environmentally friendly conductive film products, fundamentally integrating conductive materials and production processes, assisting customers to develop new keyboard materials, and creating technical value for customers.

There are many unfavorable factors in 2026, such as: US government's high tariffs have negatively impacted US economic growth, and tight memory and storage supplies have disrupted the laptop supply chain, among other factors, weakening shipment forecasts for 2026. Market research firms expect notebook computer shipments to continue declining by 5.4% in 2026, reaching 173 million units. To address the challenges posed by adverse factors, our company will continue to work with brand manufacturers to build a resilient supply system, leveraging the human resource advantages of our Goda International Viet Nam Company Limited and GODA (Thailand) to handle order demand shifting from mainland China. Simultaneously, we will continue to implement cost-control procurement strategies for main materials to cope with cost pressures from rising silver prices, expand the application scope of our keyboard backlight module products, and implement measures to retain talent, practicing the belief that people are the company's only asset. We aim to create value for customers, employees, and suppliers, and expect to generate revenue and contribute profits to shareholders at a rate exceeding market standards.

Finally, thanks again to all Shareholders for their long-term support and encouragement. In the spirit of honesty, simplicity, precision, and diligence and a positive and responsible working attitude, all employees of the Company will continue to work hard for the rights and interests of Shareholders and create a better future together.

KOJA (CAYMAN) CO., LTD.

President : Lin, Chih-Feng

General Manager : Ho, Han-Ho

CFO : Tang, Wen-Guy

Attachment 2

KOJA (CAYMAN) CO., LTD.

AUDIT COMMITTEE'S REVIEW REPORT

The Board has prepared the 2025 annual business report, consolidated financial statements and profit distribution proposal, etc., which have been verified by the Audit Committee and compliance with the regulation. According to Article 14-4 of the Securities and Exchange Act, a verification report is issued, so please review.

Convener of Audit Committee :

Date: March 10th, 2026

Attachment 3

KO JA (CAYMAN) CO., LTD.

Comparison Table of Amended Articles of the Sustainable Development Best Practice Principles

Provisions before amendment	Amended provisions	Description
	Article 4-1
The companies shall take into consideration the correlation between the development of domestic and international sustainable development issues and corporate core business operations, and the effect of the operation of individual companies and of their respective business groups as a whole on stakeholders, in establishing their policies, systems or relevant management guidelines, and concrete promotion plans for sustainable development programs, which shall be approved by the board of directors and then reported to the shareholders meeting.	Newly added to this article
Article 14
The companies are advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from their business operations:
1. Reduce resource and energy consumption of their products and services.
2. Reduce emission of pollutants, toxins and waste, and dispose of waste properly.	Article 14
The companies are advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from their business operations:
1. Reduce resource and energy consumption of their products and services.
2. Reduce emission of pollutants, toxins and waste, and	In light of the United Nations Convention on Biological Diversity initiatives and in consideration of relevant laws and regulations on marine and nature conservation, and taking into account

Provisions before amendment	Amended provisions	Description
3. Improve recyclability and reusability of raw materials or products.
4. Maximize the sustainability of renewable resources.
5. Provide business sustainability consulting and coaching services.	dispose of waste properly.
3. Improve recyclability and reusability of raw materials or products.
4. Maximize the sustainability of renewable resources.
5. Provide business sustainability consulting and coaching services.
6. Enhance the conservation of marine and terrestrial biodiversity and ecosystems, promote the sustainable use of resources, and ensure fair and equitable benefits.	the impact of our operations on biodiversity and ecosystems in order to promote sustainable business operations, we have amended the wording of this article and added a sixth clause.
Article 20
The companies are advised to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills.

The companies shall establish and implement reasonable employee welfare measures (including remuneration, leave and other welfare etc.) and appropriately reflect the business performance or achievements in the employee remuneration, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations. | Article 20
The companies are advised to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills.

It is advisable for the companies to establish placement programs to cultivate future industry talents.
The companies shall establish and implement reasonable employee welfare measures (including remuneration, leave and other welfare etc.) and appropriately reflect the business performance or achievements in the employee remuneration, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations. | To promote industry-academia integration and student career development, and to encourage enterprises and schools to cooperate in talent cultivation, achieving a win-win situation for both industry and academia, the second item is hereby added, and |

Provisions before amendment	Amended provisions	Description
		the existing second to third items are adjusted.
	Article 25-1
The companies are advised to dedicate resources to cultural and art activities or the cultural and creative industry constantly through endowments, sponsorships, investments, procurements, strategic cooperation, volunteering technical services of enterprises, or other forms of support, to promote cultural development.	To encourage businesses to support cultural and artistic activities and promote the sustainable development of culture, this revision is hereby made.

Attachment 4

Declaration for the Consolidated Financial Statements of Affiliates

The entities to be included in the consolidated financial statements of the Company as of and for the year ended December 31, 2025, 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 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, the Company and its subsidiaries do not prepare a separate set of combined financial statements.

KO JA (CAYMAN) CO., LTD.
Chairman: Lin, Chih-Feng
March 10, 2026

Auditor's Report

To: KO JA (CAYMAN) CO., LTD.

Audit Opinion

We have audited the accompanying consolidated financial statements of KO JA (Cayman) Co., Ltd. (the "Company") and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and December 31, 2024 and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the "consolidated financial statements").

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards(IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statements Audit and Attestation Engagements of Certified Public Accountants and the standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters refer to the most important matters audited based on our professional judgment for the 2024 consolidated financial statements of KO JA Group. These matters have been taken care of in the process during which the consolidated financial statements are audited and the audit opinion is formed. We do not express our opinion on these matters separately.

Key audit matters for the 2024 consolidated financial statements of KO JA Group are explained as follows:

Net Realizable Value of Inventories

When inventories are unsalable or obsolete due to less demand, specifications or any other factor, loss for

market price decline and obsolete inventories shall be allocated, and obsolescence loss shall be estimated. The net carrying amount of inventories is NT$353,811 thousand, as of December 31, 2025. (Please refer to Note 12 to the financial report.) For relevant accounting policies, please refer to Note 4 (6) to the financial report. Obsolescence loss is allocated at the rate estimated based on stock age and historical experience. We think that the relevant risk is the evaluation of appropriateness of the obsolescence loss allocated by the management since the management recognizes the amount of obsolescence loss based on its estimate.

We evaluate effectiveness of the internal control used for evaluation of impairment of inventory, by understanding and testing the Group's review of the stock age table. We also obtain the stock age analysis table of KO JA Group at the end of the year, in order to verify the accuracy of the stock age table and the calculation of year-end inventory obsolescence loss. Besides, upon physical inventory, we also check whether any and all stocks that are unchanged for a long time have been included in the evaluation of inventory obsolescence. We also review the status of stock ages and compare the history of obsolescence loss allocated and the actual disposal of stocks of previous years in order to evaluate adequacy of inventory obsolescence loss.

Responsibility of Management and Those Charged with Governance for the Consolidated Financial Statement

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

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

The governing units of KO JA Group (including Audit Committee) have the responsibility of supervising the financial reporting process.

Our Responsibility for Audit of Financial Report

We audit the consolidated financial statements to reasonably ensure that the consolidated financial statements are free from material misstatements due to fraud or error and to issue an audit report. However, the audit conducted in accordance with generally accepted auditing standards does not guarantee that all material misstatements in the consolidated financial statements could be detected. Misstatements may result from fraud or error. If a misstated amount or sum may be reasonably expected to influence the economic decisions made by users of the consolidated financial statements, the amount or sum shall be regarded as a material misstatement.

We exercise our professional judgment when auditing in accordance with generally accepted auditing standards of the R.O.C. We have also conducted the following work:

Identify and evaluate the risks of material misstatements due to fraud or error in the consolidated financial statements; design and take proper measures to respond to the evaluated risks; obtain sufficient and proper audit evidence to be the basis for our audit opinion. As fraud involves conspiracy, falsification, intended omission, misstatement or transgression of internal control, the risk of not detecting misstatements due to fraud is higher than the risk of not detecting misstatements due to error.

Obtain necessary knowledge about the internal control essential to the audit in order to design an audit procedure appropriate for the circumstances. However, the purpose is not to express opinion about effectiveness of the internal control of KO JA Group.
Evaluate appropriateness of the accounting policies used by the management and reasonableness of estimates and relevant disclosures.
Make a conclusion with respect to appropriateness of the going concern basis of accounting applied by the management based on the audit evidence obtained, and whether there is any significant uncertainty to the event or situation that may generate significant doubt of the ability of KO JA Group to operate continuously. When we think that there is significant uncertainty to such event or situation, we shall, in the audit report, remind users of the consolidated financial statements to pay attention to disclosures in the consolidated financial statements, or modify our audit opinion when such disclosures are improper. Our conclusion is made based on the audit evidence obtained as of the date of audit report. However, future events or situations may make KO JA Group lose its ability of operating continuously.
Evaluate the overall expression, structure and contents of the consolidated financial statements (including the attached notes) and whether the consolidated financial statements fairly express relevant transactions and events.
Obtain sufficient and proper audit evidence for financial information of the Group in order to express our opinion about the consolidated financial statements. We are responsible for directing, supervising and conducting the audit and for forming the audit opinion about the Group.

The matters that we have communicated with the governing units include the scope and time of the audit planned, and important findings in the audit (including obvious defects identified in internal control during the audit).

We have also provided the governing units with a declaration stating that we, the certified public accountants of the Firm subject to regulations of auditor independence, maintain independent in compliance with the Norm of Professional Ethics for Certified Public Accountant, and have also communicated with the governing units for all relations that may be thought to influence independency of a certified public account and other matters (including relevant protection measures).

From the matters about which we have communicated with the governing units, we determine the key audit matters to be audited in the consolidated financial statements of KO JA Group for the year 2024. We have stated such matters in the audit report. Unless disclosure of specific matters is not permitted by law, or in rare situations, we decide not to communicate the specific matters in the audit report since it is reasonably expected that the negative influence generated from the communication is greater than the public interests to be enhanced.

The engagement partner on the audit resulting in this independent auditors' report is Liao Wan-Yi and Chang Keng Hsi.

Deloitte & Touche
Taipei, Taiwan
Republic of China
March 10, 2026

Notice to Readers

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

KO JA (Cayman) Co., Ltd. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025		2024
ASSETS	Amount	%	Amount	%
CURRENT ASSETS
Cash and cash equivalents (Note 4, 6)	$ 535,040	11	$ 885,052	18
Financial assets at fair value through profit or loss (Notes 4, 7 and 32)	156,382	3	89,401	2
Financial assets at fair value through other comprehensive income—Current (Notes 4, 8, 10 and 32)	55,527	1	64,249	1
Financial assets at amortized cost—Current (Notes 4, 9 and 10)	1,133,840	24	277,158	6
Accounts receivable (Notes 4, 11 and 25)	1,055,490	23	1,089,614	23
Other receivables (Notes 4 and 11)	10,164	-	33,239	1
Current income tax assets (Notes 4 and 27)	9,767	-	388	-
Inventories (Notes 4, 5 and 12)	353,811	8	425,589	9
Other current assets (Note 13 and 33)	74,310	2	134,378	3
Total Current assets	3,384,331	72	2,999,068	63
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss (Notes 4, 7 and 32)	21,206	-	14,652	-
Financial assets at fair value through other comprehensive income—Non-Current (Notes 4 and 9)	89,432	2	410,503	9
Investments accounted for using the equity method (Notes 4, 15)	91	-	106	-
Property, plant and equipment (Notes 4, 16 ,33 and34)	857,890	18	950,962	20
Right-of-use asset (Notes 4 and 17)	101,666	2	125,586	3
Investment properties (Notes 4 and 18 and 34)	76,767	2	52,871	1
Intangible assets (Notes 4 and 19)	141,605	3	163,107	3
Deferred income tax assets (Notes 4 and 27)	11,026	-	10,785	-
Other non-Current assets (Note 4 ,20 and 33)	40,735	1	35,018	1
Total non-current assets	1,340,418	28	1,763,590	37
TOTAL	$ 4,724,749	100	$ 4,762,658	100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 21 and 34)	$ 241,990	5	$ 103,417	2
Contract liabilities (Notes 4 and 25)	883	-	883	-
Accounts payable	141,750	3	184,092	4
Accounts payable - related parties (Note 33)	9,451	-	7,145	-
Other payables (Note 22)	434,698	10	441,410	9
Income tax liabilities-Current (Notes 4 and 27)	5,577	-	25,059	1
Lease obligations (Notes 4 and 17)	8,576	-	12,454	-
Other current liabilities	25,427	1	30,094	1
Total current liabilities	868,352	19	804,554	17
NON-CURRENT LIABILITIES
Deferred income tax liabilities (Notes 4 and 27)	195,399	4	199,250	4
Lease obligations (Notes 4 and 17)	5,265	-	14,795	-
Other non-current liabilities	2,904	-	2,081	-
Total non-current liabilities	203,568	4	216,126	4
Total Liabilities	1,071,920	23	1,020,680	21
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT
Common Stock	643,375	14	643,375	14
Capital Surplus	1,532,073	32	1,490,300	31
Retained earnings
Legal Reserve	384,099	8	360,018	8
Special Reserve	135,338	3	135,338	3
Unappropriated earnings	905,327	19	959,074	20
Total Retained earnings	1,424,764	30	1,454,430	31
Other equity	( 41,122 )	( 1 )	23,473	( - )
Equity attributable to shareholders of the parent	3,559,090	75	3,611,578	76
NON-CONTROLLING INTERESTS	93,739	2	130,400	3
Total equity	3,652,829	77	3,741,978	79
TOTAL	$ 4,724,749	100	$ 4,762,658	100

The attached notes constitute part of the consolidated financial report.

KO JA (Cayman) Co., Ltd. and Subsidiaries

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

	2025		2024
	Amount	%	Amount	%
OPERATING REVENUE (Notes 4 and 24)
Sales revenue	$ 2,579,058	100	$ 2,702,413	100
OPERATING COSTS (Notes 12 ,16 ,25and 33)
Cost of goods sold	2,012,435	78	1,974,754	73
OPERATING GROSS PROFIT	566,623	22	727,659	27
OPERATING EXPENSES (Notes 25)
Selling expenses	60,554	3	68,709	3
Administrative expenses	214,195	8	246,819	9
Research and development expense (Note 33)	154,101	6	163,701	6
Expected credit loss (gain)(Note 11)	( 431 )	-	317	-
Total Operating Expenses	428,419	17	479,546	18
OTHER OPERATING INCOME AND EXPENSES (Note 25)	( 5,348 )	-	( 8,070 )	-
NET OPERATING PROFIT	132,856	5	240,043	9
NON-OPERATING INCOME AND EXPENSES
Share of profit or loss of affiliates accounted for using equity method (Note 15)	( 12 )	-	( 8 )	-
Interest incomes	39,626	1	46,578	2
Rent incomes (Note 33)	9,666	-	3,375	-
Dividend revenues	2,606	-	3,482	-
Other incomes	14,229	1	13,350	-
Net gain on foreign exchange (Note 26)	( 33,516 )	( 1 )	47,406	2
Net gain (loss) on disposal of investments	( 10,308 )	-	( 129 )	-
Valuation gain (loss) on financial products at FVTPL	45,688	2	5,917	-
Interest expense	( 3,139 )	-	( 3,686 )	-
Miscellaneous expenses	( 894 )	-	( 2,497 )	-

(Continued)

KO JA (Cayman) Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

	2025		2024
	Amount	%	Amount	%
Total Non-Operating Income and Expenses	63,946	3	113,788	4
INCOMES BEFORE INCOME TAXES	196,802	8	353,831	13
INCOME TAX EXPENSE (Notes 4 and 26)	47,759	2	102,976	4
NET INCOMES	149,043	6	250,855	9
OTHER COMPREHENSIVE INCOMES
Items that will be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign financial statements	(74,874)	(3)	153,735	6
Unrealized gains (losses) from investments in debt instruments measured at FVTPL	8,314	-	(1,648)	-
Total other comprehensive incomes/ losses	(66,560)	(3)	152,087	6
TOTAL OTHER COMPREHENSIVE INCOMES	$82,483	3	$402,942	15
NET INCOMES (LOSS) ATTRIBUTED TO :
Shareholders of the parent	$131,178	5	$240,813	9
Non-controlling Interests	17,865	1	10,042	-
	$149,043	6	$250,855	9
COMPREHENSIVE INCOMES / LOSSES ATTRIBUTED TO :
Shareholders of the parent	$66,583	2	$386,093	14
Non-controlling Interests	15,900	1	16,849	1
	$82,483	3	$402,942	15
EARNINGS PER SHARE (Note 27)
Primary	$2.04		$3.74
Fully Diluted	$2.02		$3.71
The attached notes constitute part of the consolidated financial report.			(Concluded)

KO JA (Cayman) Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	Equity Attributable to Shareholders of the Company (Note 24)

Capital Stock of Common Shares	Capital Surplus
BALANCE OF JANUARY. 1, 2024	643,375
Earning distribution of 2023
Legal reserve	-
Cash dividends to shareholders of the parent company	-
	-
Net incomes (loss) of 2024	-
Other comprehensive income (loss) of 2024	-
Total comprehensive income (loss) of 2024	-
Increase in non-controlling interests	-
BALANCE OF DECEMBER 31, 2024	643,375
Earning distribution of 2024
Legal reserve	-
Cash dividends to shareholders of the parent company	-
	-
Net incomes (loss) of 2025	-
Other comprehensive income (loss) of 2025	-
Total comprehensive income (loss) of 2025	-
Cash dividends distributed by subsidiaries	-
Changes in percentage of ownership interests in subsidiaries	-
BALANCE OF DECEMBER 31, 2025	$ 643,375

The attached notes constitute part of the consolidated financial report.

KO JA (Cayman) Co., Ltd. and Subsidiaries

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

	2025	2024
Cash flows from operating activities
Incomes before income tax	$ 196,802	$ 353,831
Adjustments for:
Depreciation expense	119,241	119,583
Amortization expense	23,448	17,118
Expected credit loss (gain)	( 431 )	317
Loss(gain) on valuation of financial instruments	( 45,688 )	( 5,917 )
Interest expense	3,139	3,686
Interest Incomes	( 39,626 )	( 46,578 )
Dividend revenues	( 2,606 )	( 3,482 )
Share of profit or loss of affiliates accounted for using equity method	12	8
Net loss (gain) on disposal of property, plant and equipment	3,447	9,807
Net gain (loss) on disposal of investments	10,308	129
Impairment loss (gain)	1,901	( 1,737 )
Net exchange gain	30,375	14,711
Inventory Impairment loss	( 26,173 )	26,279
Net change in operating assets and liabilities	10,667	16,901
Acquisition of financial assets measured at fair value through profit or loss	( 107,641 )	( 95,949 )
Disposal of financial assets measured at fair value through profit or loss	79,794	138,003
Accounts receivable	63,151	( 8,563 )
Other receivables	879	( 893 )
Inventories	61,111	( 126,628 )
Other current assets	60,068	( 96,437 )
Increase in contract liabilities	-	209
Accounts payable	( 63,871 )	( 35,895 )
Other payables- related parties	2,306	7,145
Other payables	( 14,443 )	57,397
Other current liabilities	( 4,667 )	9,551
Net cash flows generated from operations	361,503	352,596
Interest paid	( 3,139 )	( 3,686 )
Income tax paid	( 65,143 )	( 83,759 )
Net cash flows generated from operating activities	293,221	265,151
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for financial assets at fair value through profit or loss	( 13,788 )	( 15,376 )
		(Continued)

KO JA (Cayman) Co., Ltd. and Subsidiaries

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

	2025	2024
Disposal of financial assets at fair value through other comprehensive income (FVOCI)	15,365	6,068
Acquisition of financial assets measured at amortized cost	( 520,399 )	( 174,790 )
Acquisition of long-term equity investments accounted for using the equity method	-	( 114 )
Acquisition of property, plant and equipment (Note 30)	( 92,860 )	( 128,762 )
Proceeds from disposal of property, plant and equipment	1,250	6,360
Increase in refundable deposits	( 1,473 )	( 1,829 )
Acquisition of other intangible assets	( 4,479 )	( 38,981 )
Interest received	61,466	33,043
Dividends received	2,962	3,126
Net cash generated from (used in) investing activities	( 551,956 )	( 311,255 )
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term loans	138,573	60,030
Repayment of the principal portion of lease liabilities	( 9,368 )	( 9,592 )
Decrease (increase) in refundable deposits received	823	( 264 )
Dividends paid to the shareholders of the Parent Company	( 160,844 )	( 96,506 )
Payment of cash dividends by subsidiaries	( 10,788 )	( 12,123 )
Acquisition of non-controlling interests	-	( 4,328 )
Net cash flows used in financing activities	( 41,604 )	( 62,783 )
EFFECT OF EXCHANGE RATE CHANGES	( 49,673 )	79,527
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	( 350,012 )	( 29,360 )
BALANCE OF CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR	885,052	914,412
BALANCE OF CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	$ 535,040	$ 885,052

The attached notes constitute part of the consolidated financial report. (Concluded)

Attachment 5

KOJA (CAYMAN) CO., LTD.

2025 Profit Distribution Table

Unit: NTD

Item	Amount	Remarks
Undistributed earnings at the beginning	$774,148,520
plus : 2025 net profit	131,178,824
minus : Legal Reserve	(13,117,882)
minus : Special Reserves	-
Earnings Available for Distribution	892,209,462
Assign items
Dividends	(128,675,000)	Cash Dividend per share 2
Undistributed surplus at the end of the period	$763,534,462

Attachment 6

KO JA (CAYMAN) CO., LTD.

Comparison table of amendments to the Amended and Restated Memorandum and Articles of Association

Provisions before amendment	Amended provisions	Description
Article 48
At least thirty (30) and fifteen (15) days’ notices in writing shall be given for any annual and extraordinary general meetings, respectively. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business. The notice for a general meeting may be given by means of electronic communication if the Company obtains prior consent by the individual recipients. For Shareholders holding less than 1,000 shares, the notice of convening the Shareholders' meeting may be announced by public notice.	Article 48
At least thirty (30) and fifteen (15) days’ notices in writing shall be given for any annual and extraordinary general meetings, respectively. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business. The notice for a general meeting may be given by means of electronic communication if the Company obtains prior consent by the individual recipients. For Shareholders holding less than 1,000 shares, the notice of convening the Shareholders' meeting may be announced by public notice.	This clause is amended in accordance with the "Checklist for the Protection of Shareholders' Rights in the Country of Registration of Foreign Issuers" amended by the Taiwan Stock Exchange on February 4, 2026.
Article 49
The Board shall prepare a manual setting out the agenda of a general meeting (including all the subjects and matters to be resolved at the meeting) and shall make public announcement(s) in a manner permitted by the Applicable Listing Rules to disclose the contents of such manual together with other information related to the said meeting at least twenty-one (21) days prior to the date of annual general meetings and at least fifteen (15) days prior to the date of extraordinary general meetings. Such manual and other related information shall be available to Shareholders and displayed at the Company and the professional shareholder service agent appointed by the Company at least fifteen (15) days prior to the date of general meetings as well as	Article 49
The Board shall prepare a manual setting out the agenda of a general meeting (including all the subjects and matters to be resolved at the meeting) and shall make public announcement(s) in a manner permitted by the Applicable Listing Rules to disclose the contents of such manual together with other information related to the said meeting at least thirty (30) days prior to the date of annual general meetings and at least fifteen (15) days prior to the date of extraordinary general meetings. Such manual and other related information shall be available to Shareholders and displayed at the Company and the professional shareholder service agent appointed by the Company at least fifteen (15) days prior to the date of general meetings as well as	This clause is amended in accordance with the "Checklist for the Protection of Shareholders' Rights in the Country of Registration of Foreign Issuers" amended by the Taiwan Stock Exchange on February 4, 2026.

Provisions before amendment	Amended provisions	Description
well as being distributed on-site at the meeting place. However, if the Company's paid-up capital reached NT$2 billion or more as of the last day of the most recent fiscal year, or in which the aggregate shareholding percentage of foreign investors and Mainland Chinese investors reached 30% or more as recorded in the Shareholders' register at the time of holding of the regular Shareholders' meeting in the most recent fiscal year, it shall upload the aforesaid electronic file by 30 days prior to the day on which the regular Shareholders' meeting is to be held.	being distributed on-site at the meeting place. However, if the Company's paid-up capital reached NT$2 billion or more as of the last day of the most recent fiscal year, or in which the aggregate shareholding percentage of foreign investors and Mainland Chinese investors reached 30% or more as recorded in the Shareholders' register at the time of holding of the regular Shareholders' meeting in the most recent fiscal year, it shall upload the aforesaid electronic file by 30 days prior to the day on which the regular Shareholders' meeting is to be held.

THE COMPANIES LAW (AS AMENDED)
Appendix 1
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
KO JA (CAYMAN) CO., LTD.
(Adopted by Special Resolution passed on June 26th, 2025)

The name of the Company is KO JA (CAYMAN) CO., LTD. (the "Company").
The registered office of the Company will be situated at the offices of Portcullis (Cayman) Ltd., The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands, British West Indies or at such other location as the Directors may from time to time determine.
The objects for which the Company is established are unrestricted. The Company have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Law of the Cayman Islands (as amended) (the "Law").
The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27(2) of the Law.
The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
The liability of the Shareholders of the Company is limited to the amount, if any, unpaid on the share respectively held by them.
The capital of the Company is NT$800,000,000 divided into 80,000,000 Common Shares of a nominal or par value of NT$10 each provided always that subject to the Law and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided. The Company shall not convert the nominal shares into non-par shares.
The Company may exercise the power contained in Section 226 of the Law to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction.

TABLE OF CONTENTS

CLAUSE	PAGE
TABLE A	31
INTERPRETATION	31
PRELIMINARY	35
SHARES	36
PRIVATE PLACEMENT	38
MODIFICATION OF RIGHTS	38
CERTIFICATES	39
FRACTIONAL SHARES	39
TRANSFER OF SHARES	39
TRANSMISSION OF SHARES	40
VOTING ON RESOLUTION	41
REDEMPTION AND PURCHASE OF SHARES	42
TREASURY SHARES	44
CLOSING REGISTER OR FIXING RECORD DATE	45
GENERAL MEETINGS	45
NOTICE OF GENERAL MEETINGS	46
PROCEEDINGS AT GENERAL MEETINGS	47
VOTES OF SHAREHOLDERS	49
PROXY AND PROXY SOLICITATION	52
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS	52
DIRECTORS	52
DIRECTORS' FEES AND EXPENSES	55
PROXY	55
POWERS AND DUTIES OF DIRECTORS	55
BORROWING POWERS OF DIRECTORS	57
THE SEAL	57
DISQUALIFICATION OF DIRECTORS	58
PROCEEDINGS OF DIRECTORS	58
AUDIT COMMITTEE	61
DIVIDENDS	63
ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION	65
INTERNAL AUDIT	66
CAPITALISATION OF RESERVES	66
TENDER OFFER	66
SHARE PREMIUM ACCOUNT	66
NOTICES	67
INFORMATION	68
INDEMNITY OR INSURANCE	68

FINANCIAL YEAR...69
WINDING-UP...69
AMENDMENT OF ARTICLES OF ASSOCIATION...70
REGISTRATION BY WAY OF CONTINUATION...70
LITIGIOUS AND NON-LITIGIOUS AGENT...70

THE COMPANIES LAW (AS AMENDED)
COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
KO JA (CAYMAN) CO., LTD.
(Adopted by Special Resolution passed on June 26th, 2025)

TABLE A

The Regulations contained or incorporated in Table 'A' in the First Schedule of the Law shall not apply to KO JA (CAYMAN) CO., LTD. (the "Company") and the following Articles shall comprise the Articles of Association of the Company.

INTERPRETATION

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

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

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

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

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

"Book-Entry Transfer" means a method whereby the issue, transfer or delivery of Shares is effected electronically by debit and credit to accounts opened with securities firms by Shareholders, without delivering physical share certificates. If the Shareholder has not

opened an account with a securities firm, the Shares delivered by Book-Entry Transfer shall be recorded in the entry sub-account under the Company’s account with the securities central depository in Taiwan;

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

"Chairman" has the meaning given thereto in Article 82;

"Vice Chairman" has the meaning given thereto in Article 82;

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

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

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

"Constituent Company" means an existing company that is participating in a Merger with one (1) of more other existing companies within the meaning of the Law;

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

"electronic" shall have the meaning given to it in the Electronic Transactions Law (as amended) of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefore;

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

"Emerging Market" means the emerging market board of GreTai Securities Market in Taiwan;

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

siblings and grandparents;

"Guidelines Governing Election of Directors" means guidelines governing election of Directors of the Company, as amended or substituted from time to time;

"GreTai Securities Market" means the GreTai Securities Market in Taiwan;

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

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

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

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

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

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

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

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

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

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

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

"preferred Shares" has the meaning given thereto in Article 10;

"Procedural Rules of Board Meetings" means procedural rules of the Board meetings of the Company, as amended or substituted from time to time;

"Procedural Rules of General Meetings" means procedural rules of the general meetings of the Company, as amended or substituted from time to time;

"Register" or "Register of Members" means the register of Members of the Company

required to be kept pursuant to the Law;

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

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

"Rules of Audit Committee" means rules of Audit Committee of the Company, as amended or substituted from time to time;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"TSE" means the Taiwan Stock Exchange.

In these Articles, save where the context requires otherwise:
(a) words importing the singular number shall include the plural number and vice versa;
(b) words importing the masculine gender only shall include the feminine gender and any Person as the context may require;
(c) the word "may" shall be construed as permissive and the word "shall" shall be construed as imperative;
(d) reference to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force;
(e) reference to any determination by the Directors shall be construed as a determination by the Directors in their absolute discretion and shall be applicable either generally or in any particular case; and
(f) reference to "in writing" shall be construed as written or represented by any means reproducible in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing or partly one (1) and partly another.
Subject to the last two preceding Articles, any words defined in the Law shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

PRELIMINARY

The business of the Company may be commenced at any time after incorporation. When conducting its business, the Company shall comply with the laws and regulations as well as business ethics and may take actions which will promote public interests in order to fulfill its social responsibilities.
The Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.

The preliminary expenses incurred in the formation of the Company and in connection with the issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine.
The Directors shall keep, or cause to be kept, the Register at such place as the Directors may from time to time determine and, in the absence of any such determination, the Register shall be kept at the Office.

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

(a) issue, allot and dispose of the same to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine; and
(b) grant options with respect to such Shares and issue warrants or similar instruments with respect thereto;

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

The Directors may authorise the division of Shares into any number of Classes and the different Classes shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes (if any) shall be fixed and determined by the Directors.
The Company may issue Shares with rights which are preferential to those of ordinary Shares issued by the Company ("preferred Shares") with the approval of a majority of the Directors present at a meeting attended by two-thirds (2/3) or more of the total number of the Directors and with the approval of a Special Resolution. Prior to the issuance of any preferred Shares approved pursuant to this Article 10, these Articles shall be amended to set forth the rights and obligations of the preferred Shares, including but not limited to the following terms, and the same shall apply to any variation of rights of preferred Shares:

(a) number of preferred Shares issued by the Company and the number of preferred Shares the Company is authorized to issue;
(b) order, fixed amount or fixed ratio of allocation of Dividends and bonus on preferred Shares;
(c) order, fixed amount or fixed ratio of allocation of surplus assets of the Company;
(d) order of or restriction on the voting right(s) (including declaring no voting rights whatsoever) of preferred Shareholders;
(e) number, method or formula for special shares to be converted into common shares;
(f) other matters concerning rights and obligations incidental to preferred Shares; and
(g) the method by which the Company is authorized or compelled to redeem the preferred Shares, or a statement that redemption rights shall not apply.

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

The Company shall not issue any unpaid Shares or partly paid-up Shares. The Company shall not issue shares in bearer form.
Subject to the Applicable Listing Rules, upon each issuance of new Shares, the Directors may reserve not more than fifteen percent (15%) of the new shares for subscription by the employees of the Company and/or any Subsidiaries of the Company who are determined by the Board in its reasonable discretion. The term "Subsidiaries" above refers to the companies defined in the IFRS (i.e., International Financial Reporting Standards).
For so long as the Shares are registered in the Emerging Market or listed on the GreTai Securities Market or TSE, unless otherwise resolved by the Shareholders in general meeting by Ordinary Resolution, if at anytime the Board resolves to issue any new Shares, the Company shall, after reserving the portion of Shares for subscription by its employees and for public offering in Taiwan pursuant to Article 13 (if any) and Article 16 respectively, first offer such remaining new Shares by a written notice to each then Shareholder for their subscriptions in proportion to the number of Shares held by them respectively. The notice shall state that if any Shareholder fails to subscribe for new Shares, his right shall be forfeited. Where subscriber delays payment for new shares, the Company shall fix a period of not less than one month and call upon each subscriber to pay up, declaring that in case of default of payment within the stipulated period their right shall be forfeited. In no event shall the subscription right in this Article be transferred to any other third parties. Where a fractional percentage of the original Shares being held by a Shareholder is insufficient to subscribe for one new Share, the fractional percentages of the original Shares being held by several Shareholders may be combined for joint subscription of one (1) or more integral new Shares or for subscription of new Shares in the name of a single Shareholder. New Shares left unsubscribed by original Shareholders may be open for public offering or for subscription by specific person or persons through negotiation.
The Shareholders' pre-emptive right prescribed under Article 14 shall not apply in the event that new Shares are issued due to the following reasons or for the following purpose:

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

Unless otherwise provided in the Applicable Listing Rules, where the Company increases its capital by issuing new Shares in Taiwan, the Company shall allocate ten percent (10%) of the total amount of the new Shares to be issued, for offering in Taiwan to the public unless it is not deemed necessary or appropriate by the Commission, according to the Applicable Listing Rules, for the Company to conduct the aforementioned public offering. Provided however, if a percentage higher than the aforementioned ten percent (10%) is resolved by an Ordinary Resolution to be offered, the percentage determined by such resolution shall prevail. For so long as the Shares are registered in the Emerging Market or listed on the GreTai Securities Market or TSE, unless otherwise provided in the Applicable Listing Rules, the Company shall obtain a prior approval of

the Commission and/or other competent authorities for any capital increase (ie., issue of new Shares) (whether inside Taiwan or outside Taiwan) in accordance with the Applicable Listing Rules.

Subject to the Applicable Listing Rules, the Company may, upon resolution by a majority votes at a meeting of the Board of Directors attended by two-thirds (2/3) or more of the Directors, adopt one (1) or more employee incentive programmes (such as employee stock option plan) pursuant to which shares, options, warrants, or other similar instruments to acquire Shares may be granted to employees of the Company and/or any Subsidiaries of the Company to subscribe for Shares. The shares, options, warrants, or other similar instruments to acquire Shares granted to any employee under any employee stock option plan shall be non-transferable, except to the heirs of the employees. The term "Subsidiaries" above refers to the companies defined in the IFRS (i.e., International Financial Reporting Standards).

17B. The Company may, with the authority of either a Supermajority Resolution Type A or a Supermajority Resolution Type B, issue restricted shares for employees. In respect of the issuance of restricted shares for employees in the preceding paragraph, the number of shares to be issued, issue price, issue conditions and other matters shall be subject to the Applicable Listing Rules and the requirements of the Commission.

PRIVATE PLACEMENT

17C. Subject to the Applicable Listing Rules, the Company may by either a Supermajority Resolution Type A or the Supermajority Resolution Type B carry out private placement of its securities to the following entities in Taiwan:

(a) banking enterprises, bill enterprises, trust enterprises, insurance enterprises, securities enterprises or any other legal entities or institutions approved by the Commission;
(b) individuals, legal entities or funds meeting the qualifications established by the Commission; and
(c) Directors, supervisors (if any) and managers of the Company or the Affiliated Companies.

MODIFICATION OF RIGHTS

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

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

subject to the terms of issue of the Shares of that Class, every Shareholder of the Class shall on a poll have one (1) vote for each Share of the Class held by him.

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

CERTIFICATES

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

FRACTIONAL SHARES

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

TRANSFER OF SHARES

Title to Shares which are registered in the Emerging Market or listed in the GreTai Securities Market or the TSE may be evidenced and transferred in accordance with the Applicable Listing Rules. Subject to the Law and Article 40E, Shares issued by the Company shall be freely transferable, provided that any Shares reserved for issuance to the employees of the Company may be subject to transfer restrictions for a period of not more than two (2) years, or such other period as the Directors may agree with such employees.
The instrument of transfer of any Share shall be in any usual or common form or such other form as the Directors may, in their absolute discretion, approve or the form required by the GreTai Securities Market or TSE (for so long as the Shares are registered in the Emerging Market or listed in the GreTai Securities Market or TSE) and be executed by or on behalf of the transferor and if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares. The Register of Members maintained by the

Company in respect of the Shares which are registered in the Emerging Market or listed in the GreTai Securities Market or the TSE may be kept by recording the particulars required under the Law in a form otherwise than legible provided such recording otherwise complies with the laws applicable to the Emerging Market, GreTai Securities Market or TSE and the Applicable Listing Rules. To the extent the Register of Members is kept in a form otherwise than legible it must be capable of being reproduced in a legible form.

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

(a) the instrument of transfer is lodged with the Company, accompanied by the certificate (if any) for the Shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;
(b) the instrument of transfer is in respect of only one (1) class of Shares;
(c) the instrument of transfer is properly stamped, if required; or
(d) in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four (4).

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

The registration of transfers may be suspended when the Register is closed in accordance with Article 41.
All instruments of transfer that are registered shall be retained by the Company, but any instrument of transfer that the Directors decline to register shall (except in any case of fraud) be returned to the Person depositing the same.

TRANSMISSION OF SHARES

The legal personal representative of a deceased sole holder of a Share shall be the only Person recognised by the Company as having any title to the Share. In the case of a Share registered in the name of two (2) or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only Person recognised by the Company as having any title to the Share.
Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt Person could have made. If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy.
A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company; provided however, that the Directors may at any time give notice requiring any such person to elect either to be registered himself

or to transfer the Share, and if the notice is not complied with within ninety (90) days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.

VOTING ON RESOLUTION

The Company may from time to time by Ordinary Resolution:

(a) increase the share capital by such sum, to be divided into Shares of such Classes and amount, as the resolution shall prescribe;
(b) consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;
(c) convert all or any of its paid up Shares into stock and reconvert that stock into paid up Shares of any denomination;
(d) subdivide its existing Shares, or any of them into Shares of a smaller amount; and
(e) cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.

(A) The Company may also by Special Resolution:

(a) change its name;
(b) subject to the Law, reduce its share capital and any capital redemption reserve in any manner authorised by law; and
(c) effect a Merger of the Company in accordance with the Applicable Listing Rules and the Law.

(B) For so long as the Shares are registered in Emerging Market or listed on the Taipei Exchange or TSE, in case the Company participates in the merger/consolidation and is dissolved thereafter while the surviving or newly incorporated company is not a listed or OTC company, the resolution shall be adopted by two-thirds or more of the votes of the shareholders who represent the total number of issued shares of the Company.

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

(a) enter into, amend, or terminate any contract for lease of its business in whole, or for entrusting business, or for regular joint operation with others;
(b) transfer the whole or any material part of its business or assets;
(c) take over the transfer of another's whole business or assets, which will have a material effect on the business operation of the Company;
(d) effect any Spin-off of the Company in accordance with the Applicable Listing Rules;
(e) carry out private placement of its securities;
(f) grant waiver to the Director's engaging in any business within the scope of the Company's business;
(g) issue restricted shares for employees pursuant to Article 17B;
(h) distribute part or all of its dividends or bonus by way of issuance of new Shares; and
(i) share exchange.

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

(a) either a Supermajority Resolution Type A or a Supermajority Resolution Type B, if the Company resolves that it be wound up voluntarily because it is unable to pay its debts as they fall due; or
(b) a Special Resolution, if the Company resolves that it be wound up voluntarily for reasons other than the reason stated in Article 33(a) above.

Subject to the Law, in the event any of the resolutions with respect to the paragraph (a), (b), or (c) of Article 32 is adopted by general meeting, any Shareholder who has notified the Company in writing of his objection to such proposal prior to such meeting and subsequently raised his objection at the meeting may request the Company in writing to purchase all of his Shares within twenty (20) days after the date of the resolution, specifying the price for buying back. If the Company and Shareholder reach an agreement about the price of buying back, the Company shall pay for the shares within ninety (90) days since the resolution of the general meeting was made. In case no agreement is reached, the Company shall pay the fair price it has recognized to the dissenting Shareholder who asks for a higher price within ninety (90) days since the resolution of the general meeting was made. If the Company did not pay, the Company shall be considered to be agreeable to the price requested by the Shareholder. In the event the Company fails to reach such agreement with the Shareholder within sixty (60) days after the date of the resolution, the Shareholder may, within thirty (30) days after such sixty (60)-day period, file a petition to any competent court of Taiwan for a ruling on the appraisal price, and, to the extent that the ruling is capable of enforcement and recognition outside Taiwan, such ruling by such Taiwan court shall be binding and conclusive as between the Company and requested Shareholder solely with respect to the appraisal price.

Subject to the Law, in the event of spin off, merger, acquisition, or share exchange, the Shareholder, who has forfeited his right to vote on such matter and expressed his dissent therefor, in writing or verbally (with a record) before or during the general meeting, may request the Company in writing to purchase all of his Shares within twenty (20) days after the date of the resolution, specifying the price for buying back. If the Company and Shareholder reach an agreement about the price of buying back, the company shall pay for the shares within ninety (90) days since the resolution of the general meeting was made. In case no agreement is reached, the Company shall pay the fair price it has recognized to the dissenting Shareholder who asks for a higher price within ninety (90) days since the resolution of the general meeting was made. If the Company did not pay, the Company shall be considered to be agreeable to the price requested by the Shareholder. Shareholders who vote against or renounce their voting rights at a shareholders' meeting may request the Company to acquire all their shares in accordance with the reasons specified in Paragraphs 1 and 2. In the event the Company fails to reach such agreement with the Shareholder within sixty (60) days after the date of the resolution, the Company shall, within thirty (30) days after such sixty (60)-day period, file a petition to any competent court of Taiwan for a ruling on the appraisal price against all the dissenting Shareholders as the opposing party, and, to the extent that the ruling is capable of enforcement and recognition outside Taiwan, such ruling by such Taiwan court shall be binding and conclusive as between the Company and requested Shareholder solely with respect to the appraisal price. The number of shares relinquished in the preceding paragraph shall not be counted in the number of voting rights of Shareholders present.

REDEMPTION AND PURCHASE OF SHARES

Subject to the Law, the Applicable Listing Rules and these Articles, the Company is authorized to issue shares which are to be redeemed or are liable to be redeemed at the option of the Company or a Shareholder.

The Company is authorised to make payments in respect of the redemption of its shares out of the funds lawfully available (including out of capital) in accordance with the Law and the Applicable Listing Rules.
The redemption price of a redeemable Share, or the method of calculation thereof, shall be fixed by the Directors at or before issue of such Share. Every share certificate representing a redeemable share shall indicate that the share is redeemable.
Subject to the Applicable Listing Rules and Articles 38B and 39B, and with the sanction of an Ordinary Resolution authorising the manner and terms of purchase, the Directors may on behalf of the Company purchase any share in the Company (including a redeemable share) by agreement with the Shareholder or pursuant to the terms of the issue of the share and may make payments in respect of such purchase in accordance with the Applicable Listing Rules and the Ordinary Resolution authorizing the manner and terms of purchase.

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

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

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

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

amount of such substitutive share capital in respect of repurchase of the Shares (as described in the preceding paragraph) be audited and certified by a certified public accountant in Taiwan.

TREASURY SHARES

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

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

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

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

(b) a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued Shares at any given time, whether for the purposes of these Articles or the Law, save that an allotment of Shares as fully paid bonus shares in respect of a Treasury Shares is permitted and Shares allotted as fully paid bonus shares in respect of a Treasury Shares shall be treated as Treasury Shares.

40D. Subject to Article 40E and the Applicable Listing Rules, the Treasury Shares may be disposed of by the Company on such terms and conditions as determined by the Board of Directors. If the Treasury Shares having been repurchased by the Company is for the purpose of the transfer to employees of the Company and/or any Subsidiaries of the Company under the Applicable Listing Rules, the Company may impose transfer restrictions that the employees refrain from transferring such Shares during certain period with a maximum of two (2) years. The term "Subsidiaries" above refers to the companies defined in the IFRS (i.e., International Financial Reporting Standards).

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

(a) transfer price determined, discount rate, calculation basis and fairness;
(b) number of Treasury Shares to be transferred, purpose and fairness;
(c) criteria of eligible employees and number of Treasury Shares that may be subscribed for; and
(d) impact on shareholders' rights: (i) the amount to be booked as expense of the Company and dilution of earnings per Share; and (ii) description of the Company's financial burden arising from the transfer of Treasury Shares to employees at a price lower than the average price at which the Treasury Shares were actually repurchased by the Company.

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

CLOSING REGISTER OR FIXING RECORD DATE

For the purpose of determining those Members that are entitled to receive notice of, attend or vote at any meeting of Members or any adjournment thereof, or those Members that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Member for any other purpose, the Directors may provide that the Register shall be closed for transfers for a stated period. For so long as the Shares are registered in the Emerging Market or listed in the GreTai Securities Market or TSE, the Register shall be closed at least for a period of sixty (60) days, thirty (30) days and five (5) days inclusive of the date of each annual general meeting, each extraordinary general meeting and the record date for a dividend distribution, respectively.
Apart from closing the Register, the Directors may fix in advance a date as the record date for any such determination of those Members that are entitled to receive notice of, attend or vote at a general meeting and for the purpose of determining those Members that are entitled to receive payment of any dividend. In the event the Directors designate a record date in accordance with this Article 42 in respect of convening a general meeting, such record date shall be a date prior to the general meeting and the Directors shall immediately make a public announcement on the website designated by the Commission and the GreTai Securities Market or TSE pursuant to the Applicable Listing Rules.

GENERAL MEETINGS

All general meetings other than annual general meetings shall be called extraordinary general meetings.
The Board may, whenever they think fit, convene a general meeting of the Company; provided that the Company shall in each year hold a general meeting as its annual general meeting within six (6) months after close of each financial year and shall specify the meeting as such in the notices calling it.
The Shareholders' meeting of the Company can be held by means of visual communication network or other methods promulgated by the central competent authority. In case a Shareholders' meeting is proceeded via visual communication network, the Shareholders taking part in such a visual communication meeting shall be deemed to have attended the meeting in person. When holding a visual communication meeting, the Company shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters.

At these meetings the report of the Directors (if any) shall be presented. For so long as the Shares are registered in the Emerging Market and/or listed in the GreTai Securities Market or TSE, all offline general meetings shall be held in Taiwan, if an offline general meeting is to be convened outside Taiwan, the Company shall apply for the approval of the GreTai Securities Market or the TSE thereof within two (2) days after the

Board adopts such resolution or the Shareholders obtain the approvals of the MOEA, the Commission and GreTai Securities Market or the TSE.

Extraordinary general meetings may also be convened by the Board on the requisition in writing of any Shareholder or Shareholders entitled to attend and vote at general meetings of the Company holding three percent (3%) or more of the total number of issued Shares of the Company for a period of one (1) consecutive year or a longer time deposited at the Office or the Shareholders’ Service Agent specifying the objects of the meeting, and if the Board does not duly proceed to convene such meeting for a date not later than 15 days after the date of such deposit, for so long as the Shares are registered in the Emerging Market or listed on the GreTai Securities Market or TSE, the requisitionists themselves may convene the extraordinary general meeting in the same manner as provided for under Article 48, as nearly as possible, as that in which general meetings may be convened by the Directors, and all reasonable expenses incurred by the requisitionists as a result of the failure of the Directors to convene the general meeting shall be reimbursed to them by the Company.

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

Shareholders continuously holding 50% or more of the total number of outstanding shares of a company for a period of three months or a longer time may convene a special shareholders’ meeting. The calculation of the holding period and holding number of shares shall be based on the holding at the time of share transfer suspension date.

NOTICE OF GENERAL MEETINGS

At least thirty (30) and fifteen (15) days’ notices in writing shall be given for any annual and extraordinary general meetings, respectively. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business. The notice for a general meeting may be given by means of electronic communication if the Company obtains prior consent by the individual recipients. For Shareholders holding less than 1,000 shares, the notice of convening the Shareholders' meeting may be announced by public notice.

48B. The Company shall make public announcements with regard to notice of general meeting, proxy form, and summary information and details about issues for recognition, discussion, election or dismissal of Directors at least thirty (30) days prior to any annual general meeting or at least fifteen (15) days prior to any extraordinary general meeting.

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

The Board shall prepare a manual setting out the agenda of a general meeting (including all the subjects and matters to be resolved at the meeting) and shall make public announcement(s) in a manner permitted by the Applicable Listing Rules to disclose the contents of such manual together with other information related to the said meeting at least twenty-one (21) days prior to the date of annual general meetings and at least fifteen (15) days prior to the date of extraordinary general meetings. Such manual and other related information shall be available to Shareholders and displayed at the Company and the professional shareholder service agent appointed by the Company at least fifteen (15) days prior to the date of general meetings as well as being distributed on-site at the meeting place. However, if the Company's paid-up capital reached NT$10 billion or more as of the last day of the most recent fiscal year, or in which the aggregate shareholding percentage of foreign investors and Mainland Chinese investors reached 30% or more as recorded in the Shareholders' register at the time of holding of the regular Shareholders' meeting in the most recent fiscal year, it shall upload the aforesaid electronic file by 30 days prior to the day on which the regular Shareholders' meeting is to be held.
The following matters shall be specified in the notice of a general meeting and the essential contents shall be explained in the notice, and shall not be proposed as ad hoc motions; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and such website shall be indicated in the above notice:

(a) election or discharge of Directors or supervisors (if any);
(b) amendments to the Memorandum of Association and/or these Articles;
(c) reduction of capital;
(d) application for the approval of ceasing its status as a public company;
(e) dissolution, share swap (as defined in the Applicable Listing Rules), Merger or Spin-off of the Company;
(f) entering into, amendment to, or termination of any contract for lease of its business in whole, or for entrusting business, or for regular joint operation with others;
(g) the transfer of the whole or any material part of its business or assets;
(h) the takeover of another's whole business or assets, which will have a material effect on the business operation of the Company;
(i) the private placement of equity-linked securities;
(j) granting waiver to the Director's engaging in any business within the scope of business of the Company;
(k) distribution of part or all of its dividends or bonus by way of issuance of new Shares;
(l) capitalization of the Legal Reserves and Capital Reserves arising from the share premium account or endowment income, in whole or in part, by issuing new Shares which shall be distributable as dividend shares to the then Shareholders in proportion to the number of Shares being held by each of them;
(m) subject to the Law, distribution of the Legal Reserves and Capital Reserves arising from the share premium account, in whole or in part, by paying cash to the then Shareholders in proportion to the number of Shares being held by each of them; and
(n) the transfer of Treasury Shares to its employees by the Company.

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

PROCEEDINGS AT GENERAL MEETINGS

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

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

The Board shall include the proposal submitted by a Shareholder(s) in the list of proposals to be discussed at a regular meeting of shareholders, unless (i) the number of Shares held by such Shareholder(s) is less than one percent (1%) of the total number of issued Shares in the Register of Members as of the record date determined by the Board or upon commencement of the period for which the Register shall be closed before the general meeting; (ii) the proposal involves matters which cannot be resolved at the annual general meeting in accordance with or under the Applicable Listing Rules; (iii) the proposal submitted concerns more than one matter (all of which are excluded); (iv) the proposal submitted is in excess of three hundred (300) words; or (v) the proposal is submitted after the expiration of the specified period determined by the Board. However, a shareholder proposal proposed for urging the Company to promote public interests or fulfill its social responsibilities may still be included in the list of proposals to be discussed at a regular meeting of shareholders by the Board of Directors. The Company shall, prior to the dispatch of a notice of the annual general meeting, inform the Shareholders the result of submission of proposals and list in the notice of annual general meeting the proposals accepted for consideration and approval at the annual general meeting. The Board shall explain at the annual general meeting the reasons for excluding proposals submitted by such Shareholder(s).

Subject to the Applicable Listing Rules, the Chairman, if any, of the Board of the Directors shall preside as chairman at every general meeting of the Company convened by the Board of Directors. In case the Chairman asks for leave or is unable to exercise his power for some reason, the Vice Chairman (if any) shall do so in place of the Chairman, or if there is no Vice Chairman or the Vice Chairman also ask for leave or for any reason is unable to act, a Director designated by the Chairman, or, if the Chairman does not make such a designation, by a Director elected by and from among them..
Subject to the Applicable Listing Rules, for a general meeting convened by any other person having the convening right, such person shall act as the chairman of that meeting; provided that if there are two (2) or more persons jointly having the convening right, the chairman of the meeting shall be elected from those persons.
Subject to the Applicable Listing Rules, at any general meeting a resolution put to the vote of the meeting shall be decided on a poll. The number or proportion of the votes in favour of, or against, that resolution shall be recorded in the minutes of the meeting.

Unless otherwise expressly required by the Law or these Articles, any matter which has been presented for resolution, approval, confirmation or adoption by the Shareholders at any general meeting shall be passed by an Ordinary Resolution.
In the case of an equality of votes, the chairman of the meeting shall not be entitled to a second or casting vote. Subject to these Articles and the Applicable Listing Rules, the Company shall additionally comply with the Procedural Rules of General Meetings.

VOTES OF SHAREHOLDERS

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

For so long as the Shares are registered in the Emerging Market or listed on the GreTai Securities Market or TSE, any Shareholder holding Shares on behalf of another beneficiary Shareholder(s) may exercise his/her voting rights severally in accordance with the request(s) of the respective beneficial Shareholder(s). The qualifications, scopes, exercises, operational procedures and other matters in relation to the aforesaid separate exercise of voting rights shall be conducted in accordance with the Applicable Listing Rules.

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

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

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

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

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

In the case of joint holders, the joint holders shall select among them a representative for the exercise of their shareholder's rights and the vote of their representative who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders.
A Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote by his committee, or other Person in the nature of a committee appointed by that court, and any such committee or other Person, guardian or any other Person who is similar to guardian and appointed by any court having jurisdiction, may vote by proxy.

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

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

The instrument appointing a proxy shall be in the form approved by the Board and be expressed to be for a particular meeting only. The form of proxy shall include at least the following information: (a) instructions on how to complete such proxy, (b) the matters to be voted upon pursuant to such proxy, and (c) basic identification information relating to the relevant Shareholder, proxy recipient and proxy solicitation agent (if any). The form of proxy shall be provided to the Shareholders together with the relevant notice by mail or electronic transmission for the relevant general meeting. Notwithstanding any other provisions of these Articles, the distribution of the notice and proxy materials shall be made to all Shareholders and such distribution, regardless of delivering by email or by electronic transmission, shall be made on the same day.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Shareholder.
Except for Taiwan trust enterprises or Shareholders' Service Agencies approved by Taiwan competent authorities or the chairman appointed pursuant to Article 68, when a person who acts as the proxy for two (2) or more Shareholders concurrently, the number of votes represented by him shall not exceed three percent (3%) of the total number of votes of the Company and the portion of excessive votes represented by such proxy shall not be counted.
To the extent required by the Applicable Listing Rules, any Shareholder who bears a personal interest that may conflict with and impair the interest of the Company in respect of any matter proposed (the "Proposed Matters") for consideration and approval at a general meeting shall abstain from voting any of the Shares that such Shareholder should otherwise be entitled to vote in person, as a proxy or corporate representative with respect to the said matter, but all such Shares shall be counted in the quorum for the purpose of Article 51 notwithstanding that such Shareholder should not exercise his voting right. Any votes cast by or on behalf of such Shareholder in contravention of the foregoing shall not be counted in the number of votes of Shareholders present at the general meeting for the resolution relating to the Proposed Matters by the Company.

When the Company convenes a general meeting, the Company must adopt voting in writing or electronic transmission as one of the methods for exercising the voting power in the general meeting. If the Board resolves to hold a general meeting outside Taiwan, the Company must allow the Shareholders to exercise the votes and cast the votes in writing or by way of electronic transmission.
The voting at the general meeting may be exercised in writing or by way of electronic transmission, provided, however, that the method for exercising the votes shall be described in the notice of the general meeting. A Shareholder who exercises his votes in writing or by way of electronic transmission as set forth in the preceding Article 67 shall be deemed to have appointed the chairman of the general meeting as his or her proxy to exercise his or her voting right at such general meeting in accordance with the instructions stipulated in the written or electronic document., but shall be deemed to have waived his votes in respect of any ad hoc motions and the amendments to the contents of the original proposals at such general meeting; provided, however, that such appointment shall be deemed not to constitute the appointment of a proxy for the purposes of the Applicable Listing Rules. The chairman, acting as proxy of a Shareholder, shall not exercise the voting right of such Shareholder in any way not stipulated in the written or electronic document.

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

A Shareholder shall submit his or her vote by way of written ballot or electronic transmission pursuant to Article 67 to the Company at least two (2) days prior to the scheduled meeting date of the general meeting; whereas if two (2) or more such written ballot or electronic transmission are submitted to the Company, the proxy deemed to be given to the chairman of the general meeting pursuant to Article 68 by the first written ballot or transmission shall prevail unless it is expressly included in the subsequent vote by written ballot or electronic transmission that the original vote submitted by written ballot or electronic transmission be revoked.
In case a Shareholder who has submitted his votes by written ballot or electronic transmission intends to attend the general meeting in person, he shall, at least two (2) days prior to the date of the meeting revoke such vote by written ballot or electronic transmission and such revocation shall constitute a revocation of the proxy deemed to be given to the chairman of the general meeting pursuant to Article 68. If a Shareholder who has submitted his or her vote in writing or by way of electronic transmission pursuant to Article 67 does not submit such a revocation before the prescribed time, his or her vote by written ballot or electronic transmission and the proxy deemed to be given to the chairman of the general meeting pursuant to Article 68 shall prevail.

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

as his or her proxy pursuant to Article 68 and the vote casted by that person subsequently appointed as his or her proxy shall prevail.

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

PROXY AND PROXY SOLICITATION

For so long as the Shares are registered in the Emerging Market or listed in the GreTai Securities Market or the TSE, the Company shall comply with the Applicable Listing Rules in respect of the proxies and proxy solicitation.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

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

DIRECTORS

Unless otherwise determined by the Company in general meeting, the number of Directors shall be no less than five (5) Directors. Amongst the Board of Directors, the Company shall have at least three (3) Independent Directors, and the Independent Directors shall account for at least one-fifth (1/5) of the total number of Directors. At least one (1) of the Independent Directors must be domiciled in Taiwan. For so long as the Shares are listed on the GreTai Securities Market or the TSE, the Directors shall include such number of Independent Directors as applicable law, rules or regulations or the Applicable Listing Rules require for a foreign issuer.

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

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

When the number of Independent Directors falls below the required number of Independent Directors under

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

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

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

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

If all Directors are re-elected prior to the expiration of the term of the current Directors with effect immediately (the "Re-Election"), unless otherwise resolved at such general meeting, the term of the existing Directors shall be deemed to have expired immediately prior to the Re-Election. The aforesaid re-election of all Directors shall be held in the general meeting attended by Shareholders representing more than fifty percent (50%) of total issued Shares of the Company.

The general meeting of the Shareholders may appoint any natural person or corporation to be a Director. At a general meeting of election of Directors or supervisors (if any), the number of votes exercisable in respect of one (1) Share shall be the same as the number of Directors or supervisors (if any) to be elected, and the total number of votes per Share may be consolidated for election of one (1) candidate or may be split for election of two (2) or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a Director or a supervisor (if any) so elected.
For so long as the Shares are registered in Emerging Market or listed on the Taipei Exchange or TSE, subject to the Applicable Listing Rules, the Company shall adopt a candidate nomination mechanism for the purpose of the appointment and election of Directors (including the Independent Directors) or supervisors (if any) in accordance with the Applicable Listing Rules and, for the avoidance of doubt, (i) the Directors (excluding the Independent Directors) or supervisors (if any) shall only be elected and approved by the Shareholders from the list of candidates for Directors (excluding the Independent Directors) and supervisors (if any); and (ii) the Independent Directors shall only be elected and approved by the Shareholders from the list of candidates for Independent Directors.

Subject to these Articles, the term for which a Director and a supervisor (if any) will hold office shall not exceed three (3) years; thereafter he/she may be eligible for re-election. In case no election of new Directors or supervisors (if any) is effected after expiration of the term of office of the existing Directors or supervisors (if any), the term of office of such Directors or supervisors (if any) shall be extended until the time new Directors or supervisors (if any) are elected and assume their office.
A Director may be discharged at any time by either a Supermajority Resolution Type A or a Supermajority Resolution Type B adopted at a general meeting. If a Director is discharged during the term of his/her office as a director without good cause, such Director may make a claim against the Company for any and all damages sustained by him/her as a result of such discharge.
The Board of Directors shall have a Chairman (the "Chairman") elected and appointed by a majority of the Directors present at the Board meeting the quorum of which shall be two-thirds of all of the Directors then in office. The Board of Directors may have a Vice Chairman (the "Vice Chairman") elected and appointed by a majority of the Directors present at the Board meeting the quorum of which shall be two-thirds of all of the Directors then in office. The Chairman of the board is the chairman of Shareholders meeting and the Board meeting internally, and represents the Company externally. When the Chairman asks for leave or is unable to exercise his power for some reason, the Vice Chairman (if any) shall do so in place of the Chairman, or if there is no Vice Chairman or the Vice Chairman also ask for leave or for any reason is unable to act, a Director designated by the Chairman, or, if the Chairman does not make such a designation, by a Director elected by and from among them.
The Board may, from time to time, and except as required by the applicable laws and Applicable Listing Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives, which shall be intended to set forth the policies of the Company and the Board on various corporate governance related matters as the Board shall determine by resolution from time to time.
A Director shall not be required to hold any Shares in the Company by way of qualification.

84B. Where any Director, who is also a Shareholder of the Company, creates or has created a pledge on the Shares held by such Director (the "Pledged Shares") exceeding fifty percent (50%) of total Shares held by such Director at the time of his/her appointment as Director, such Director shall refrain from exercising its voting rights on the Shares representing the difference between the Pledged Shares and fifty percent (50%) of total Shares held by such Director at the time of his/her appointment as Director, and such Shares shall not be counted toward the number of votes represented by the Shareholders present at a general meeting.

84C. A Director (excluding an Independent Director) of the Company that has transferred, during the term of office as a Director, more than one half of the Company's shares being held by him/her at the time he/she is elected, he/she shall be discharged from the office of Director.

84D. If a Director (excluding an Independent Director) of the Company, after having been elected and before his/her inauguration of the office of Director, has transferred more than one half of the total number of shares of the

Company he/she holds at the time of his/her election as such; or had transferred more than one half of the total number of shares he/she held within the share transfer prohibition period fixed prior to the convention of the shareholders' meeting, then his/her election as a Director shall become invalid.

DIRECTORS' FEES AND EXPENSES

Unless otherwise stipulated in these Articles or the Applicable Listing Rules, the remuneration (if any) of the Directors is subject to resolution by the Board of Directors in accordance with the standard prevalent in the industry. Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of Shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director.
Subject to Article 85, any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article.

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

PROXY

Subject to the Applicable Listing Rules, any Director may appoint another Director to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director at a meeting or meetings of the Directors which that Director is unable to attend personally.
The instrument appointing the proxy referred in the preceding article shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting.

POWERS AND DUTIES OF DIRECTORS

At the close of each financial year, the Board of Directors shall prepare the business report, financial statements and the surplus earning distribution and/or loss offsetting proposals for adoption by the annual general meeting, and upon such adoption by the annual general meeting, distribute or make public announcements to each Shareholder copies of adopted financial statements and the resolutions on the surplus earning distribution and/or loss offsetting in accordance with these Articles and the Applicable Listing Rules. For so long as the Shares are registered in the Emerging Stock Market or listed in the GreTai Securities Market or the TSE,

alternatively, the distribution of the aforesaid adopted financial statements and the resolutions on the surplus earning distribution and/or loss offsetting may be accomplished by way of making public announcements by the Company.

Subject to the Law, these Articles, Applicable Listing Rules and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed.
The Directors may from time to time appoint any Person, whether or not a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company, including but not limited to, the office of the chief executive officer, president, one (1) or more vice-presidents or chief financial officer, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Notwithstanding the foregoing, if any Directors hold either of the above positions, the relevant remuneration shall be subject to Article 85. Any Person so appointed by the Directors may be removed by the Directors. The Directors may also appoint one (1) or more of their number to the office of managing director upon like terms, but any such appointment shall ipso facto determine if any managing director ceases from any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated.
The Directors may appoint a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors.
The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.
The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him.
The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the two next following Articles shall not limit the general powers conferred by this Article.

The Directors from time to time and at any time may establish any committees for managing any of the affairs of the Company (including but not limited to remuneration committee), and unless otherwise provided in the Applicable Listing Rules, the members of such committees shall be Directors. Where any Director holds above position, the relevant remuneration shall be subject to Article 85.
Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretion for the time being vested in them.

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

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

If any Director breaches any applicable laws or regulations in performing business for the Company, therefore causing any loss or damage to third party, subject to the Cayman Islands law, such Director shall be held jointly and severally liable for the loss or damage to such third party with the Company. In this connection, such Director shall indemnify the Company for any loss or damage incurred by the Company to third party. Subject to the Cayman Islands law, the officers and the supervisors (if any) of the Company shall bear the aforesaid joint and several liability with the Company within the scope of their respective duties.

BORROWING POWERS OF DIRECTORS

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

THE SEAL

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

Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such facsimile Seal.

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

DISQUALIFICATION OF DIRECTORS

The office of Director shall be vacated, if the Director:

(a) has committed an offence as specified in the Statute for Prevention of Organizational Crimes and subsequently convicted of a crime, and has not started serving the sentence, has not completed serving the sentence, or five (5) years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;

(b) has committed the offence in terms of fraud, breach of trust or misappropriation and subsequently convicted with imprisonment for a term of more than one (1) year, and has not started serving the sentence, has not completed serving the sentence, or two (2) years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;

(c) has committed the offense as specified in the Anti-corruption Act and subsequently convicted of a crime, and has not started serving the sentence, has not completed serving the sentence, or two (2) years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;

(d) has been adjudicated bankrupt or adjudicated of the commencement of liquidation process by a court, and having not been reinstated to his rights and privileges;

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

(f) has no or only limited capacity;

(g) dies or has been adjudicated of the commencement of assistantship and such assistantship having not been revoked yet;

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

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

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

PROCEEDINGS OF DIRECTORS

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

A Director may participate in any meeting of the Board of Directors, or of any committee appointed by the Board of Directors of which such Director is a member, by means of videoconference or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.
The quorum necessary for the transaction of the business of the Directors shall be more than one-half (1/2) of the Directors. A Director represented by proxy at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present.
A Director who is directly or indirectly interested in a contract or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first considered, if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has become so interested. For the purposes of this Article, a general notice to the Board by a Director to the effect that:

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

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

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

If any Director has personal interest (whether directly or indirectly) in matters on agenda for the Board meeting, such Director shall disclose and explain the material information or contents on such personal interest at the same Board meeting. In the merger/consolidation and acquisition by the Company, a Director who has a personal interest in the transaction of merger/consolidation and acquisition shall explain to the Board meeting and the general meeting the essential contents of such personal interest and the cause of approval or dissent to the resolution of merger /consolidation or acquisition. The Company shall also state the important contents of the Directors' interests and the reasons for or against the merger resolution in the reasons for convening the Shareholders' meeting, which may be located on the website designated by the securities authority of the Republic of China or the Company, and its website shall be stated in the notice.

Where the spouse, a blood relative within the second degree of kinship of a Director, or any company which has a controlling or subordinate relation with a Director has interests in the matters under discussion in the meeting of the preceding paragraph, such Director shall be deemed to have a personal interest in the matter.

A Director who does anything for himself or on behalf of another person that is within the scope of the Company's business shall declare the essential contents of such behaviour to the general meeting of the Shareholders and be approved by either a Supermajority Resolution Type A or a Supermajority Resolution Type B. Failure in obtaining such approval shall cause the Director being so interested be liable to account to the Company for any profit realised by any such behaviour if the general meeting so resolves by an Ordinary Resolution within one (1) year from such behaviour.
Notwithstanding the preceding Articles, subject to the Applicable Listing Rules, a Director may hold any other office or place of profit under the Company (other than the office of internal auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established.
Subject to these Articles and the Applicable Listing Rules, any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as internal auditor to the Company.
The Directors shall cause all minutes to be made in books or loose-leaf folders provided for the purpose of recording:

(a) all appointments of officers made by the Directors;
(b) the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and
(c) all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.

Subject to the Applicable Listing Rules, when the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.
Subject to the Applicable Listing Rules, the continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for summoning a general meeting of the Company, but for no other purpose.
Subject to the Applicable Listing Rules and any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any

meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one (1) of their number to be chairman of the meeting.

A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to the Applicable Listing Rules and any regulations imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present.
Subject to the Applicable Listing Rules and any regulations imposed on it by the Directors, all acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director.
The following actions require the approval of a majority of the votes of the Directors present at a Board meeting attended by at least two-thirds (2/3) of all Directors:

(a) entering into, amendment to, or termination of any contract for lease of its business in whole, or for entrusted business, or for regular joint operation with others;
(b) the sale or transfer of the whole or any material part of its business or assets;
(c) taking over the transfer of another's whole business or assets, which will have a material effect on the business operation of the Company;
(d) the election of Chairman of the Board pursuant to these Articles; and
(e) issuance of corporate bonds.

AUDIT COMMITTEE

The Company shall set up an Audit Committee. The Audit Committee shall comprise solely of all Independent Directors and the number of committee members shall not be less than three (3). One (1) of the Audit Committee members shall be appointed as the convener to convene meetings of the Audit Committee from time to time and at least one (1) of the Audit Committee members shall have accounting or financial expertise. A valid resolution of the Audit Committee requires approval of one-half (1/2) or more of all its members.
Notwithstanding anything provided to the contrary contained in these Articles, the following matters require approval of one-half (1/2) or more of all members of the Audit Committee and final approval of the Board:

(a) adoption of or amendment to an internal control system;
(b) assessment of the effectiveness of the internal control system;
(c) adoption of or amendment to the handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others;
(d) any matter relating to the personal interest of the Directors;
(e) the entering into of a transaction relating to material assets or derivatives;
(f) a material monetary loan, endorsement, or provision of guarantee;
(g) the offering, issuance, or private placement of any equity-linked securities;
(h) the hiring or dismissal of an attesting certified public accountant as the auditor of the Company, or the compensation given thereto;
(i) the appointment or discharge of a financial, accounting, or internal auditing officers;
(j) approval of annual and second quarter financial reports that must be audited and attested by a CPA; and

(k) any other material matter so required by Applicable Listing Rules or the competent authority.

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

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

Before any resolution of merger/consolidation and acquisition by the Board of Directors, the Audit Committee shall review the fairness and reasonableness of the plan and transaction of the merger/consolidation or acquisition, and then to report the review results to the Board meeting and if the resolution by the general meeting is required, to the general meeting.

When Audit Committee reviews matters, it shall seek opinions from an independent expert on the justification of the share exchange ratio or distribution of cash or other assets.

The review results Audit Committees and opinions of independent experts shall be delivered to the Shareholders together with the notice of the general meeting for the merger/consolidation. If the resolution by the general meeting is not required in accordance with the laws and regulations of its country of registration, the Board of Directors shall report the merger/consolidation matter to Shareholders in the most recent general meeting.

If the Company announced the same content as in those documents of the preceding paragraph on a website designated by the competent securities authority and those documents are prepared at the venue of the general meeting by the Company, those documents shall be deemed as having been sent to Shareholders.

The accounts of the Company shall be audited at least once in every year. The Audit Committee shall at all reasonable times have access to, inspect, transcribe or make copies of all books kept by the Company and all accounts and vouchers relating thereto; and the Audit Committee may call on the Directors or officers of the Company for any information in their possession relating to the books or affairs of the Company.
The statement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the Audit Committee and compared with the books, accounts and vouchers relating thereto; and the Audit Committee shall make a written report thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the Company and the results of its operations for the period under review and, in case information shall have been called for from Directors or officers of the Company, whether the same has been furnished and has been satisfactory. The Audit Committee may appoint, on behalf of the Company, a practicing lawyer and a certified public accountant to conduct the

examination. The financial statements of the Company shall be audited by an auditor appointed by the Board in accordance with generally accepted auditing standards. The auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the auditor shall be submitted to the Members in general meeting. The generally accepted auditing standards referred to herein may be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report of the auditor should disclose this fact and name such country or jurisdiction.

Any Shareholder or Shareholders holding one percent (1%) or more of the total number of the issued Shares of the Company for six (6) months or longer may request in writing any Independent Director of the Audit Committee to file a litigation against any Director or Directors on behalf of the Company with a competent court having proper jurisdiction, including Taipei District Court of the Republic of China. If Independent Directors of the Audit Committee fail to file such litigation within thirty (30) days after receiving the request by such Shareholder or Shareholders, subject to Cayman Islands law, such Shareholder or Shareholders may file such litigation on behalf of the Company with a competent court having proper jurisdiction, including Taipei District Court of the Republic of China.
Subject to these Articles and the Applicable Listing Rules, the Company shall additionally comply with the Rules of Audit Committee.

DIVIDENDS

Subject to any rights and restrictions for the time being attached to any Shares and these Articles, the Company by Ordinary Resolution may declare dividends and other distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.
Subject to Article 130, the Directors may, before recommending any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, in the discretion of the Directors be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may in the absolute discretion of the Directors, either be employed in the business of the Company or be invested in such investments as the Directors may from time to time think fit.
Any dividend may be paid by cheque sent through the post to the registered address of the Shareholder or Person entitled thereto, or in the case of joint holders, to the representative of such joint holders at his registered address or to such Person and such address as the Shareholder or Person entitled, or such joint holders as the case may be, may direct. Every such cheque shall be made payable to the order of the Person to whom it is sent or to the order of such other Person as the Shareholder or Person entitled, or such joint holders as the case may be, may direct.
Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be declared and paid according to the number of the Shares held by the Shareholders. If several Persons are registered as

joint holders of any Share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the Share.

No dividend shall bear interest against the Company.
If the Company is profitable, it shall set aside three percent (3%) to ten percent (10%) as employees' compensation and a maximum of five percent (5%) as Directors' compensation. However, the Company's accumulated losses shall have been covered first.

Employees' compensation shall be distributed in the form of cash and/or shares, and those to be paid may include employees of subsidiaries of the Company meeting certain specific requirements specified in the Applicable Listing Rules. However, Directors' compensation shall be distributed only in cash.

The issues relevant to distribution of employees' compensation and Directors' compensation shall comply with the Applicable Listing Rules, and be resolved by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of Directors. In addition, a report of such distribution shall be submitted to the Shareholders' meeting.

The Company which has the profit distributed to employees in the form of shares by a resolution of the meeting of Board of Directors in accordance with the provision of the preceding paragraph may resolve, at the same meeting of the Board of Directors, to distribute the shares by way of new shares to be issued by the Company or existing shares to be re-purchased by the Company.

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

Subject to the Applicable Listing Rules, the net profit of the Company for each financial year shall be allocated or used in the following order:

(1) settlement of the applicable amount of income tax;

(2) to cover the losses of previous years;

(3) to set aside ten percent (10%) as Legal Reserve unless the accumulated amount of such Legal Reserve equals the total paid-in capital of the Company;

(4) an amount is set aside as Special Reserves pursuant to the Applicable Listing Rules; and

(5) with respect to the Earnings Available for Distribution (i.e., the remaining amount of such net profit plus previously unappropriated retained earnings), the Board of Directors may present a proposal to distribute shareholders dividends at an annual general meeting for ratification pursuant to the Applicable Listing Rules, provided, subject to Cayman Islands law, such dividends may not be less

than ten percent (10%) of the difference between the net profit of the financial year and the amounts in sub-items (1) to (4) of this paragraphs. Shareholders dividends may be paid in the form of cash and/or shares, provided that the portion of cash dividends shall not be less than ten percent (10%) of the total shareholders dividends.

Surplus earning distribution or loss off-setting proposal by the Company shall be made based on the financial statements audited or reviewed by a certified public accountant.

The Company shall authorize the Board to pay the distributable dividends in whole or in part 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.

ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION

The books of account relating to the Company's affairs shall be kept in such manner as may be determined from time to time by the Directors.
The books of account shall be kept at the Office or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.
The Board of Directors shall prepare and submit the financial statements and records to the annual general meeting of Shareholders for its ratification and after the meeting shall distribute to each Shareholder the copies of ratified financial statements and the resolutions on the earning distribution and/or loss offsetting. For so long as the Shares are registered in the Emerging Stock Market or listed in the GreTai Securities Market or the TSE, alternatively, the distribution of the aforesaid adopted financial statements and the resolutions on the surplus earning distribution and/or loss offsetting may be accomplished by way of making public announcements by the Company.
Subject to the Applicable Listing Rules, the Board shall keep copies of the yearly business report, financial statements and other relevant documents at the office of its Shareholders' Service Agent in Taiwan ten (10) days before the annual general meeting and any of its Shareholders is entitled to inspect such documents from time to time.
Save for the preceding Article 134 and Article 148, the Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorised by the Directors or by Ordinary Resolution.
The accounts relating to the Company's affairs shall only be audited in such manner and with such financial year end as may be determined from time to time by the Directors, or required by the Applicable Listing Rules.

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

INTERNAL AUDIT

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

CAPITALISATION OF RESERVES

Subject to the Law, the Company may, with the authority of either a Supermajority Resolution Type A or a Supermajority Resolution Type B:

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

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

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

(d) generally do all acts and things required to give effect to the resolution.

TENDER OFFER

Subject to the Applicable Listing Rules, within seven (7) days after the receipt of the copy of a tender offer application form and relevant documents by the Company or its litigation or non-litigation agent appointed pursuant to the Applicable Listing Rules, the Board of the Directors shall resolve to recommend to the Shareholders whether to accept or object to the tender offer and make a public announcement of the following:

(a) The types and amount of the Shares held by the Directors and the Shareholders holding more than ten percent (10%) of the outstanding Shares held in its own name or in the name of other persons.

(b) Recommendations to the Shareholders on the tender offer, which shall set forth the names of the Directors who abstain or object to the tender offer and the reason(s) therefor.

(c) Whether there is any material change in the financial condition of the Company after the submission of the latest financial report and an explanation of the change, if any.

(d) The types, numbers and amount of the shares of the tender offeror or its affiliates held by the Directors and the Shareholders holding more than ten percent (10%) of the outstanding Shares held in its own name or in the name of other persons.

SHARE PREMIUM ACCOUNT

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

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

NOTICES

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

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

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

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

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

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

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

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

(a) all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and
(b) every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his death or bankruptcy would be entitled to receive notice of the meeting.

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

INFORMATION

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

The Board of Directors or other authorized conveners of Shareholders’ meetings may require the company or its Shareholders’ Service Agent to provide with the roster of shareholders.

Without prejudice to the rights set forth in these Articles, no Shareholder shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the members of the Company to communicate to the public.
The Board shall be entitled to release or disclose to any regulatory or judicial authority any information in its possession, custody or control regarding the Company or its affairs to any of its Shareholder including, without limitation, information contained in the Register of Members and transfer books of the Company.

INDEMNITY OR INSURANCE

The Company may by Ordinary Resolution adopt one (1) of the protection mechanisms as described in Article 152 (a) and (b).
(a) Every Director and other officer for the time being and from time to time of the Company (each an "Indemnified Person") may be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person's own dishonesty, wilful default or fraud, in or about the conduct of the Company's business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the

Company or its affairs in any court whether in the Cayman Islands or elsewhere. No Indemnified Person shall be liable to the Company unless such liability arises through such Indemnified Person's own dishonesty, wilful default or fraud.

(b) The Company may purchase directors and officers liability insurance (“D&O insurance”) for the benefit of every Director and other officer for the time being and from time to time of the Company. Such D&O insurance shall only cover the liability arising from the duty of such Director or officer in accordance with these Articles, the Law and the Applicable Listing Rules.

The company shall report the insured amount, coverage, premium rate, and other important contents of the D&O insurance it has obtained or renewed for directors and officers, at the most recent Board meeting.

FINANCIAL YEAR

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

WINDING-UP

If the Company shall be wound up, and the assets available for distribution amongst the Shareholders shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Shareholders in proportion to the number of the Shares held by them. If in a winding up the assets available for distribution amongst the Shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Shareholders in proportion to the number of the Shares held by them at the commencement of the winding up. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.
If the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Law and in compliance with the Applicable Listing Rules, divide amongst the Shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different Classes. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Shareholders as the liquidator, with the like sanction shall think fit, but so that no Shareholder shall be compelled to accept any asset whereon there is any liability.
The Company shall keep all statements, records of account and documents for a period of ten years from the date of the completion of liquidation, and the custodian thereof shall be appointed by the liquidator or the Company by Ordinary Resolution.

AMENDMENT OF ARTICLES OF ASSOCIATION

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

REGISTRATION BY WAY OF CONTINUATION

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

LITIGIOUS AND NON-LITIGIOUS AGENT

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

KO JA (CAYMAN) CO., LTD.
科嘉(開曼)股份有限公司
Appendix 2
PROCEDURAL RULES OF GENERAL MEETING
股東會議事規則

Article 1

第一條

Legal Basis 法令依據

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

本公司股東會之議事規則除上市法令或法律另有規定外，應依本規則辦理。

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

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

Article 2

第二條

Attendance and Sign-in 出席與簽名

The Company should state the registration time, place, and other considerations for the attending Shareholders on the meeting notice. The registration time should be at least 30 minutes before the opening of the meeting. In addition, there should be significant directions to the registration place and enough staff to handle the registration.

本公司應於開會通知書載明受理股東報到時間、報到處地點，及其他應注意事項。前項受理股東報到時間至少應於會議開始前三十分鐘辦理之；報到處應有明確標示，並派適足適任人員辦理之。

Shareholders or their appointed proxies (collectively “Shareholders”) shall attend a shareholders meeting on the basis of the attendance cards, sign-in cards, or other supporting documents. The Company shall not arbitrarily add requirements for documentation of other qualifications. Solicitors soliciting proxy forms shall also bring identification documents for verification.

股東本人或股東所委託之代理人(以下稱股東)應憑出席證、出席簽到卡或其他出席證件出席股東會，本公司對股東出席所憑依之證明文件不得任意增列要求提供其他證明文件；屬徵求委託書之徵求人並應攜帶身分

證明文件，以備核對。

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

本公司應設簽名簿供出席股東簽到，或由出席股東繳交簽到卡以代簽到。

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of Directors, pre-printed ballots shall also be furnished.

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

Unless otherwise regulated in the Applicable Listing Rules or the Law, corporate Shareholders' attendance of a general meeting shall be in accordance with the Articles. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

除上市法令或法律另有規定外，法人出席股東會部分應遵守本章程之規定。政府或法人為股東時，出席股東會之代表人不限於一人。法人受託出席股東會時，僅得指派一人代表出席。

Article 3

第三條

Calculation of Attending Shares 出席股數之計算

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

股東會之出席應以股份為計算基準，出席股數依簽名簿或繳交之簽到卡計算之。

Article 4

第四條

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

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

依據本章程及上市法令規定，股東會召開之地點，應於便利股東出席且

適合股東會召開之地點為之，會議開始時間不得早於上午九時或晚於下午三時。

Article 5

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

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

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

Article 6

第六條
Audio Recording or Videotaping of Meetings for Evidence 開會過程錄音或錄影之存證

A general meeting shall be continuously audio recorded and videotaped starting from Shareholders’ attending registration to the close of the meeting, including the processes of meeting, voting, and counting ballots, and these tapes shall be kept for at least one year. However, the said tapes shall be kept until the conclusion of legal proceedings if a Shareholder initiates proceedings in accordance with the Applicable Listing Rules.

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

Article 7

第七條
The Chairman and Agent 主席及代理人

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

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

For a general meeting convened by the Board of Direcorts, it would be advisable that a majority of the Directors and at least one member of the

Audit Committee attend in person, and that at least one member of each functional committee attend as representative. Attendance details should be recorded in the shareholders meeting minutes.

董事會所召集之股東會，宜有董事會過半數之董事、至少一席審計委員會委員親自出席，及各類功能性委員會成員至少一人代表出席，並將出席情形記載於股東會議事錄。

The designated Director as the said chairman at any general meeting shall at least be a Director of the Company for more than six months and be familiar with the financial condition of the Company, so does the representative of a juristic-person Director.

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

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

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

Article 8

第八條

Convention of A Meeting 會議召開

The chairman shall call the general meeting to order at the time scheduled for the general meeting and announce relevant information such as the number of non-voting right shares and the number of shares attending. If the number of Shares represented by the attending Shareholders has not yet constituted the quorum (more than an aggregate of one-half (1/2) of all Shares in issue present in person or by proxy and entitled to vote) at the time scheduled for the general meeting, the chairman may postpone the time for the meeting. The postponements shall be limited to two times at most, and the general meeting shall not be postponed for more than one hour in total. If after two postponements the number of Shares represented by the attending Shareholders has not yet constituted more than one-third (1/3) of all Shares in issue present in person or by proxy and entitled to vote, the chair shall declare the meeting adjourned. If after two postponements the number of Shares represented by the attending Shareholders has constituted more than one-third (1/3) of all Shares in issue present in person or by proxy and entitled to vote, a tentative resolution may be passed in accordance with the Applicable Listing Rules. Before

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

已屆開會時間，主席應即宣布開會，並同時公布無表決權數及出席股份數等相關資訊。惟未達法定出席數(即有代表已發行股份總數過半數之有表決權股東親自或委託代理人出席)時，主席得宣布延後開會，其延後次數以二次為限，延後時間合計不得超過一小時。延後二次仍不足有代表已發行股份總數三分之一以上之有表決權股東親自或委託代理人出席時，由主席宣布流會。前項延後二次仍不足額而有代表已發行股份總數三分之一以上股東出席時，得依據上市法令規定為假決議。於當次會議未結束前，如出席股東所代表股數達已發行股份總數過半數時，主席得將作成之假決議，依據上市法令規定重新提請股東會表決。

On the day of a shareholders meeting, this Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.

徵求人徵得之股數及受託代理人代理之股數，本公司應於股東會開會當日，依規定格式編造之統計表，於股東會場內為明確之揭示。

Article 9

第九條

Proposal Discussion 議案討論

The agenda of general meeting shall be set by the Board of Directors if the meeting is convened by the Board of Directors. Relevant motions (including ad hoc motions and the amendments to the contents of the original proposals) should be resolved by voting. Unless otherwise approved in the general meeting, the general meeting shall proceed in accordance with the agenda.

股東會如由董事會召集者，其議程由董事會訂定之，相關議案（包括臨時動議及原議案修正）均應採投票表決，會議應依排定之議程進行，非經股東會決議通過不得變更之。

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

股東會如由董事會以外之其他有召集權人召集者，準用前項之規定。

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

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

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

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

If the full re-election of Directors and the date of appointment of new Directors has been stated on the agenda of a general meeting, the same general meeting may not change the appointment date by ad hoc motions or other means.

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

Article 10

第十條

Speech of Shareholder 股東發言

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

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

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

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

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

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

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

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

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

法人股東指派二人以上之代表出席股東會時，同一議案僅得推由一人發言。

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

出席股東發言後，主席得親自或指定相關人員答覆。

Article 11

11.1 Proposal by Shareholder 股東提案

In accordance with the Applicable Listing Rules and subject to Article 52 of the Articles, any Shareholders who individually or collectively hold one percent (1%) or more of the total number of issued Shares of the Company

may submit to the Company a proposal for discussion at the annual general meeting.

持有已發行股份總數百分之一以上股份之股東，得依上市法令之規定，及本章程第52條之規定，向公司提出股東常會議案。

Article 12

12. 2013

Calculation of Voting Shares and Recusal

表決股數之計算、迴避制度

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

股東會之表決，應以股份為計算基準。

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

股東會之決議，對無表決權股東之股份數，不算入已發行股份之總數。

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

於上市法令要求之範圍內，依本章程第66條之規定，股東對於提交股東會同意之提案事項有自身利害關係致有害於公司利益之虞時，就該提案事項不得親自或代理他股東或代表法人股東行使其本可行使之任何表決權。

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

前項不得行使表決灌之股份數，就相關決議不算入已出席股東之表決權數。

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

such proxy shall not be counted.

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

Article 13

第十三條

Principle for Voting Right 表決權原則

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

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

Article 14

第十四條

Voting on Proposal 議案之表決

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

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

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

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

At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

表決時，應逐案由主席或其指定人員宣佈出席股東之表決權總數後，由股東逐案進行投票表決，並於股東會召開後當日，將股東同意、反對及棄權之結果輸入公開資訊觀測站。

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

股東會決議事項，如有屬法令規定、臺灣證券交易所股份有限公司規定之重大訊息者，本公司應於規定時間內，將內容傳輸至公開資訊觀測站。

Article 15 第十五條

Checking and Counting Ballots 監票及計票

The chairman shall appoint persons responsible for checking and counting ballots during votes on agenda items. However, the persons responsible for checking ballots must be Shareholders. The ballots of discussion or election matters shall be publicly counted at any general meeting venue and the result of voting, including the number of votes, shall be announced at the general meeting after counting the votes and placed on record.

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

The election of Directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Company, and the voting results shall be announced on-site immediately, including the number of votes for each elected Director and number of votes for each unsuccessful Director. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the persons responsible for checking ballots and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to the Applicable Listing Rules, the ballots shall be retained until the conclusion of the litigation.

股東會有選舉董事時，應依本公司所訂相關選任規範辦理，並應當場宣布選舉結果，包含當選董事之名單與其當選權數及落選董事名單及其獲得之選舉權數。前項選舉事項之選舉票，應由監票員密封簽字後，妥善保管，並至少保存一年。但經股東依市法令規定提起訴訟者，應保存至訴訟終結為止。

Article 16 第十六條

Meeting Minutes 議事錄

Any resolutions made at a general meeting shall be compiled in the form of meeting minutes. The chairman shall affix his/her signature or seal to the meeting minutes, which shall be issued to shareholders within twenty days

after the end of the general meeting. Meeting minutes may be produced and issued to Shareholders in electronic form.

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

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

議事錄應確實依會議之年、月、日、場所、主席姓名、決議方法、議事經過之要領及其結果記載之，在本公司存續期間，應永久保存。

The number of votes casted for and against a resolution and the total number of votes cast shall be recorded in the meeting minutes. When there is an election of Directors at a general meeting, the result of election shall be disclosed on the meeting minutes.

決議之表決結果(包括贊成及反對)之票數及總投票數均應載明於議事錄。有選舉董事時，應揭露選舉結果。

Article 17

第十七條

Intermission and Resumption of A Meeting 休息、續行集會

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

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

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

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

The Shareholders may resolve to adjourn or resume the general meeting

within five days in accordance with the Applicable Listing Rules and the Articles.

股東會得依上市法令及本章程之規定，決議在五日內延期或續行集會。

Article 18

Prereervation of Order at the Meeting Venue 會場秩序之維持

第十八條

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

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

The chairman may direct inspectors or security guards to ask Shareholders who violate the Rules, disobey the chairman's correction, impede the process of the meeting and do not comply after being asked to stop to leave the meeting venue.

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

Article 19

Enforcement and Amendment 實施與修訂

第十九條

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

本規則之訂定及修正應經董事會同意，並經股東會以普通決議通過。

These Rules were enacted and approved by the Extraordinary General Meeting held on January 26th, 2011.

The first amendment was approved by the Annual General Meeting held on June 13rd, 2013.

The second amendment was approved by the Annual General Meeting held on June 23rd, 2015.

本規則制定並經2011年1月26日臨時股東會通過。

第一次修訂，並經2013年6月13日股東常會通過。

第二次修訂，並經2015年6月23日股東常會通過。

第三次修訂，並經2020年6月23日股東常會通過。

第四次修訂，並經2021年8月24日股東常會通過。

Appendix 3

KO JA (CAYMAN) CO., LTD.

SUSTAINABLE DEVELOPMENT PRACTICE PRINCIPLES

Chapter I General Principles

Article 1 In order to fulfill our corporate social responsibility and promote economic, environmental and social progress to achieve sustainable development, our company has formulated this Code of Practice in accordance with the Code of Practice for Sustainable Development of Listed Companies" and relevant laws and regulations.

Article 2 The Principles encourage our companies to actively fulfill sustainable development in the course of their business operations so as to follow international development trends and to contribute to the economic development of the country, to improve the quality of life of employees, the community and society by acting as responsible corporate citizens, and to enhance competitive edges built on sustainable development.

Article 3 In promoting sustainable development initiatives, the company shall, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance. The company shall, in accordance with the materiality principle, conduct risk assessments of environmental, social and corporate governance issues pertaining to company operations and establish the relevant risk management policy or strategy.

Article 4 To implement sustainable development initiatives, the company is advised to follow the principles below:

Exercise corporate governance.
Foster a sustainable environment.
Preserve public welfare.
Enhance disclosure of corporate sustainable development information.

Article 5 The directors of our company shall exercise the due care of good administrators to urge the company to perform its sustainable development initiatives, examine the results of the implementation thereof from time to time and continually make adjustments so as to ensure the thorough implementation of its sustainable development policies.

Chapter 2 Exercising Corporate Governance

Article 6 Our company adheres to the Code of Conduct for Listed Companies, the Code of Integrity for Listed Companies, and the Reference Examples of Ethical Conduct Guidelines for Listed Companies, establishing an effective governance structure and related ethical standards to ensure sound corporate governance. When promoting sustainable development, our company includes the following:

The company will incorporate sustainable development into its operations and development direction, and will approve specific plans to promote sustainable development.

Enhancing the timeliness and accuracy of the disclosure of sustainable development information.

The company authorizes senior management to handle economic, environmental, and social issues resulting from the business operations of our company.

Article 7 For the purpose of managing sustainable development initiatives, the company is advised to create a governance structure for promotion of sustainable development, and establish an exclusively (or concurrently) dedicated unit to be in charge of proposing and enforcing the sustainable development policies, systems, or relevant management guidelines, and concrete promotional plans and to report on the same to the board of directors on a periodic basis.

The company is advised to adopt reasonable remuneration policies, to ensure that remuneration arrangements support the strategic aims of the organization, and align with the interests of stakeholders.

It is advised that the employee performance evaluation system be combined with sustainable development policies, and that a clear and effective incentive and discipline system be established.

Article 8 The company is advised to, on a regular basis, organize education and training on the promotion of sustainable development initiatives.

Article 9 The company shall, based on respect for the rights and interests of stakeholders, identify stakeholders of the company, and establish a designated section for stakeholders on the company website; understand the reasonable expectations and demands of stakeholders through proper communication with them, and adequately respond to the important sustainable development issues which they are concerned about.

Chapter 3 Fostering a Sustainable Environment

Article 10 The company shall follow relevant environmental laws, regulations and international standards to properly protect the environment and shall endeavor to promote a sustainable environment when engaging in business operations and internal management.

Article 11 The company is advised to endeavor to utilize energy more efficiently and use renewable materials which have a low impact on the environment to improve sustainability of natural resources.

Article 12 The company is advised to establish proper environment management systems based on the characteristics of their industries. Such systems shall include the following tasks:

Collecting sufficient and up-to-date information to evaluate the impact of the company's business operations on the natural environment.
Establishing measurable goals for environmental sustainability, and examining whether the development of such goals should be maintained and whether it is still relevant on a regular basis.

Article 13 The company is advised to establish a dedicated unit or assign dedicated personnel for drafting, promoting, and maintaining relevant environment management systems and concrete action plans.

Article 14 The company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from their business operations:

Reduce resource and energy consumption of their products and services.
Reduce emission of pollutants, toxins and waste, and dispose of waste properly.
Improve recyclability and reusability of raw materials or products.
Maximize the sustainability of renewable resources.
Provide business sustainability consulting and coaching services

Article 15 To improve water use efficiency, the company shall properly and sustainably use water resources and establish relevant management measures. The company shall construct and enhance relevant environmental protection and treatment facilities in accordance with relevant laws and regulations to avoid polluting water, air and land, and use their best efforts to reduce adverse impact on human health and the environment by adopting the best practical pollution prevention and control measures.

Article 16 The company is advised to assess the current and future potential risks and opportunities that climate change may present to enterprises and to adopt related measures. The company is advised to adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following:

Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the company.
Indirect greenhouse gas emissions: emissions resulting from the utilization of energy such as imported electricity, heating, or steam.
Other indirect emissions: emissions resulting from corporate activities that are not indirect emissions from energy, but are from other sources of emissions owned or controlled by the company.

The company is advised to compile statistics on greenhouse gas emissions, volume of water consumption and total weight of waste and to establish policies for energy conservation, carbon and greenhouse gas reduction, reduction of water consumption or management of other wastes. The companies' carbon reduction strategies should include obtaining carbon credits and be promoted accordingly to minimize the impact of their business operations on climate change.

Chapter 4 Preserving Public Welfare

Article 17 The company shall comply with relevant laws and regulations, and the International Bill of Human Rights, with respect to rights such as gender equality, the right to work, prohibition of discrimination and the internationally recognized human rights of labor. The company shall ensure that their human resource policies do not contain differential

treatments based on gender, race, socioeconomic status, age, or marital and family status, so as to achieve equality and fairness in employment, hiring conditions, remuneration, benefits, training, evaluation, and promotion opportunities.

The company shall provide an effective and appropriate grievance mechanism with respect to matters adversely impacting the rights and interests of the labor force, in order to ensure equality and transparency of the grievance process. Channels through which a grievance may be raised shall be clear, convenient, and unobstructed. The company shall respond to any employee's grievance in an appropriate manner.

Article 18 The company shall provide information for their employees so that the employees have knowledge of the labor laws and the rights they enjoy in the countries where the companies have business operations.

Article 19 The company is advised to provide safe and healthful work environments for their employees, including necessary health and first-aid facilities and shall endeavor to curb dangers to employees' safety and health and to prevent occupational accidents.

The company is advised to organize training on safety and health for their employees on a regular basis and provides employees with a healthy environment and health care, thereby creating a healthy workplace culture.

Article 20 The company is advised to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills. The company should appropriately reflect the business performance or achievements in the employee remuneration, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations.

Article 21 The company shall establish a platform to facilitate regular two-way communication between the management and the employees for the employees to obtain relevant information on and express their opinions on the company's operations, management and decisions. The company shall respect the employee representatives' rights to bargain for the working conditions, and shall provide the employees with necessary information and hardware equipment, in order to improve the negotiation and cooperation among employers, employees and employee representatives. The company shall, by reasonable means, inform employees of operation changes that might have material impacts.

Article 22 The company shall take responsibility for their products and services, and take marketing ethics seriously. In the process of research and development, procurement, production, operations, and services, the company shall ensure the transparency and safety of their products and services. They further shall establish and disclose policies on consumer rights and interests, and enforce them in the course of business operations, in order to prevent the products or services from adversely impacting the rights, interests, health, or safety of consumers.

Article 23 The company shall follow relevant laws, regulations and international guidelines. Besides, the company shall not deceive, mislead, commit fraud or engage in any other

acts which would betray consumers' trust or damage consumers' rights or interests.

Article 24 The company is advised to assess the impact their procurement has on society as well as the environment of the community that they are procuring from, and shall cooperate with their suppliers to jointly implement the corporate social responsibility initiative. Prior to engaging in commercial dealings, the company is advised to assess whether there is any record of a supplier's impact on the environment and society, and avoid conducting transactions with those against corporate social responsibility policy.

Article 25 The company shall evaluate the impact of their business operations on the community, and adequately employ personnel from the location of the business operations, to enhance community acceptance.

The company is advised to, through equity investment, commercial activities, endowments, volunteering service or other charitable professional services etc., dedicate resources to organizations that commercially resolve social or environmental issues, participate in events held by citizen organizations, charities and local government agencies relating to community development and community education to promote community development.

Chapter 5 Enhancing Disclosure of Sustainable Development Information

Article 26 The company shall disclose information according to relevant laws, regulations and the Corporate Governance Best Practice Principles for TWSE/TPEx listed Companies and shall fully disclose relevant and reliable information relating to their sustainable development initiatives to improve information transparency.

Relevant information relating to sustainable development shall disclose includes:

The policy, systems or relevant management guidelines, and concrete promotion plans for sustainable development initiatives.
The risks and the impact on the corporate operations and financial condition arising from exercising corporate governance, fostering a sustainable environment and preserving social public welfare.
Major stakeholders and their concerns.
Other information relating to sustainable development initiatives.

Article 27 The company shall adopt internationally widely recognized standards or guidelines when producing sustainability reports, to disclose the status of their implementation of the sustainable development policy. It also is advisable to obtain a third-party assurance or verification for reports to enhance the reliability of the information in the reports. The reports are advised to include:

The policy, system, or relevant management guidelines and concrete promotion plans for implementing sustainable development initiatives.
Major stakeholders and their concerns.
Results and a review of the exercising of corporate governance, fostering of a sustainable environment, preservation of public welfare and promotion of economic development.
Future improvements and goals.

Chapter 6 Supplementary Provisions

Article 28 The company shall at all times monitor the development of domestic and foreign sustainable development standards and the change of business environment so as to examine and improve their established sustainable development framework and to obtain better results from the promotion of the sustainable development policy.

Article 29 The Principle were enacted and approved on December 23rd, 2024.

Appendix 4

Koja (Cayman) Co., Ltd.
科嘉(開曼)股份有限公司

GUIDELINES GOVERNING ELECTION OF DIRECTORS
董事選舉規範

Article 1 第一條

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

為建立本公司良好董事選舉制度，爰依上市法令訂定本規範，以資遵循。

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

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

Article 2 第二條

The election of Directors of the Company shall be determined by taking overall configuration of the Board into consideration. The composition of the Board of Directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:

Basic requirements and values: Gender, age, nationality, and culture.
Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, industry experience.

All members of the Board shall have the knowledge, skills, and experience necessary to perform their duties. The board of Directors shall possess the following abilities:

Ability to make operational judgments.
Ability to perform accounting and financial analysis.
Ability to conduct management administration.
Ability to conduct crisis management.
Knowledge of the industry.
An international market perspective.
Ability to lead.
Ability to make policy decisions.

本公司董事之選任，應考量董事會之整體配置。董事會成員組成應考量多元化，並就本身運作、營運型態及發展需求以擬訂適當之多元化方

針，宜包括但不限於以下二大面向之標準：

基本條件與價值：性別、年齡、國籍及文化等。
專業知識技能：專業背景（如法律、會計、產業、財務、行銷或科技）、專業技能及產業經驗等。

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

營運判斷能力。
會計及財務分析能力。
經營管理能力。
危機處理能力。
產業知識。
國際市場觀。
領導能力。
決策能力。

More than half of the Directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other Director.

董事間應有超過半數之席次，不得具有配偶或二親等以內之親屬關係。

The Company's Board of Directors shall consider adjusting its composition based on the results of performance evaluation.

本公司董事會應依據績效評估之結果，考量調整董事會成員組成。

Article 3 第三條

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

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

Article 4 第四條

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

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

Article 5 第五條

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

選舉開始前，應由主席指定監票員、計票員各若干人，執行各項有關職務。

Article 6

第六條

The Board of Directors shall set up a ballot box for the election of Directors to be inspected by the ballot examiners prior to the casting of ballots.
董事之選舉，由董事會設置投票箱，於投票前由監票員當眾開驗。

Article 7

第七條

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

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

Article 8

第八條

If the Company selects candidate nomination mechanism pursuant to the Articles and the Applicable Listing Rules, Independent Directors and non-Independent Directors shall be elected in the same election, but the respective votes shall be separately calculated to determine the elected Independent Directors and non-Independent Directors.

如本公司依據本章程及上市法令採取候選人提名制度，董事之選票依獨立董事與非獨立董事一併選舉分別計票分別當選。

If the Company selects candidate nomination mechanism pursuant to the Articles and the Applicable Listing Rules, the Company shall review in advance the qualifications, education, working experience, background, and the existence of any other matters set forth in Article 30 of the Company Act of Taiwan, and the Company shall not arbitrarily add requirements for documentation of other qualifications. The Company shall provide the results of the review to Shareholders for their reference, so that qualified directors will be elected.

如本公司依據本章程及上市法令採取候選人提名制度，本公司應事先審查董事、監察人候選人之資格條件、學經歷背景及有無公司法第三十條所列各款

情事等事項，且不得任意增列其他資格條件之證明文件，並應將審查結果提供股東參考，俾選出適任之董事、監察人。

Article 9

第九條

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

Ballots which are not in compliance with these Guidelines. 不用本規範規定之選票。
Blank ballots which are cast into the ballot box; 以空白之選舉票投入投票箱者。
Scribbled and unidentifiable writing or writing which has been altered; 字跡模糊無法辨認或經塗改者。
A candidate who is also a Member whose account name and Member number are inconsistent with the information recorded in the Register of Members; where a candidate who is not a Member, the name and identification number provided are inconsistent upon further verification. 所填被選舉人如為股東身分者，其戶名、股東戶號與股東名簿不符者；所填被選舉人如非股東身分者，其姓名、身份證統一編號經核對不符者。
Writing other than the name of the candidate or Member number (identification number) and the number of votes entitled. 除填被選舉人之戶名(姓名)或股東戶號(身份證統一編號)及分配選舉權數外，夾寫其它文字者。
The account name (name) or Member number (identification number) of the candidate has not been specified. 未填被選舉人之戶名(姓名)或股東戶號(身份證統一編號)者。
Two or more candidates are included in a single ballot. 同一選舉票填列被選舉人二人或二人以上者。

Article 10

第十條

The Directors of the Company shall be persons of legal ability elected in the general meeting. If the Company selects candidate nomination mechanism pursuant to the Articles and the Applicable Listing Rules, based on the number of Directors required under the Articles, the candidates to whom the ballots cast represent a prevailing number of votes shall be elected based on the result of the election as Independent Directors or non-Independent Directors, respectively in

descending order. If two or more candidates receive an equal number of votes, a draw shall take place between these candidates to determine who shall be elected. Where a candidate is not present, the chairman shall draw on behalf of the candidate.

本公司董事，由股東會就有行為能力之人選任之。如本公司依據本章程及上市法令採取候選人提名制度，根據本章程所定之名額，依選舉票統計結果，由所得選舉票代表選舉權數較多者，依次分別當選為獨立董事、非獨立董事。如有二人或二人以上所得權數相同而超過規定名額時，由得權數相同者抽籤決定，未在場者由主席代為抽籤。

A Director elected pursuant to the above shall be appointed a Director of the Company; where, upon further verification, it is confirmed that the information of an elected Director is non-conforming or that the election of an elected Director shall be null pursuant to the Applicable Listing Rules, the candidate receiving the second most votes to such Director in the same general meeting shall be elected to fill the vacancy.

依第一項同時當選為董事者，應自行決定充任董事，或當選之董事經查核確認其個人資料不符或依上市法令規定當選失其效力者，其缺額由原選次多數之被選舉人於當次股東會中宣佈遞充。

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

本公司設置審計委員會時不另選舉監察人。

Article 11 第十一條

Ballots shall be counted upon completion of the voting procedures and the result of the ballot counting shall be announced by the chairman, including the list of persons elected as Directors and the number of votes cast in favor of the Directors.

投票完畢後當場開票，開票結果應由主席當場宣佈，包含董事及監察人當選名單與其當選權數。

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the persons responsible for checking ballots and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to the Applicable Listing Rules, the ballots shall be retained until the conclusion of the litigation.

前項選舉事項之選舉票，應由監票員密封簽字後，妥善保管，並至少保存一年。但經股東依上市法令規定提起訴訟者，應保存至訴訟終結為止。

Article 12

The election of candidate who is disqualified by the Applicable Listing Rules

第十二條 (i.e. Paragraph 3(4) of Article 26-3 of the Taiwan Securities and Exchange Act) shall be ineffective.

不符合上市法令(即台灣證券交易法第二十六條之三第三項第四項)規定者，當選失其效力。

Article 13 澳門特別行政區
The Board of Directors shall send each elected Director a notice of appointment.

澳門特別行政區
當選之董事由本公司董事會分別發給當選通知書。

Article 14 中華民國
Establishment and amendment to these Guidelines shall be subject to approval of the Board of Directors, which shall be further approved by Ordinary Resolution at a general meeting.

本規範之訂定及修正應經本公司董事會同意，並經股東會之普通決議通過。

There Guidelines were enacted and approved by the Extraordinary General Meeting held on January 26th, 2011.

The first amendment was approved by the Annual General Meeting held on June 23rd, 2015.

本規範制定並經2011年1月26日臨時股東會通過。

第一次修訂，並經2015年6月23日股東常會通過。

Appendix 5

Shareholder Proposal for Annual General Meeting

According to Article 52 of M&A, the period for Shareholders to propose matters for discussion in the Annual General Meeting of year 2026 started from April 17st, 2026 to April 27st, 2026.
The Company did not receive any proposal from Shareholders.

Appendix 6

KOJA (CAYMAN) CO., LTD.

Shareholding of Directors

Date: April 25th, 2026

Position	Name	Date elected	Shareholding while elected		Current shareholding
			Shares	Shareholding Ratio	Shares	Shareholding Ratio
President	Lin, Chih-Feng	2023/06/27	1,579,000	2.45%	1,579,000	2.45%
Director	Lee, Fi-Tien	2023/06/27	2,017,290	3.14%	2,017,290	3.14%
Director	Ho, Han-Ho	2023/06/27	1,667,383	2.59%	1,667,383	2.59%
Director	Lin, Yu-Kai	2023/06/27	1,971,500	3.06%	1,971,500	3.06%
Director	Lin, Yi-Hung	2023/06/27	297,006	0.46%	294,006	0.46%
Director	Chen, I-Cheng	2023/06/27	-	-	-	-
Independent Director	Lee, Chi-Ping	2023/06/27	-	-	-	-
Independent Director	Shih, Cheng-Tung	2023/06/27	-	-	-	-
Independent Director	Wu, Kuo-Hao	2023/06/27	-	-	-	-
Independent Director	Chang, Shih-Ho	2023/06/27	-	-	-	-

Note 1 : Total number of shares issued on April 25th, 2026 is 64,337,500 with par value of NTD 10
Note 2 : The Company sets Audit Committee instead of Supervisors
Note 3 : The minimum number of shares to be held by all Directors is 5,147,000. Total number of shares held by all Directors is 7,529,179 as of April 25th, 2026.

AI assistant

KO JA — AGM Information 2026

52461_rns_2026-05-22_64f9e1ea-f506-48fe-ae94-fd7863b4071a.pdf

Table of Contents

Attachment

Appendices

Matters for acceptance

Matters for discussion

Matter for election

Other Matters

2025 business report

Operational Performance

Looking to the Future

KOJA (CAYMAN) CO., LTD.

AUDIT COMMITTEE'S REVIEW REPORT

KO JA (CAYMAN) CO., LTD.

Declaration for the Consolidated Financial Statements of Affiliates

Auditor's Report

Audit Opinion

Basis for Opinion

Key Audit Matters

Net Realizable Value of Inventories

Responsibility of Management and Those Charged with Governance for the Consolidated Financial Statement

Our Responsibility for Audit of Financial Report

KOJA (CAYMAN) CO., LTD.

2025 Profit Distribution Table

KO JA (CAYMAN) CO., LTD.

TABLE A

INTERPRETATION

PRELIMINARY

SHARES

PRIVATE PLACEMENT

MODIFICATION OF RIGHTS

CERTIFICATES

FRACTIONAL SHARES

TRANSFER OF SHARES

TRANSMISSION OF SHARES

VOTING ON RESOLUTION

REDEMPTION AND PURCHASE OF SHARES

TREASURY SHARES

CLOSING REGISTER OR FIXING RECORD DATE

GENERAL MEETINGS

NOTICE OF GENERAL MEETINGS

PROCEEDINGS AT GENERAL MEETINGS

VOTES OF SHAREHOLDERS

PROXY AND PROXY SOLICITATION

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

DIRECTORS

DIRECTORS' FEES AND EXPENSES

PROXY

POWERS AND DUTIES OF DIRECTORS

BORROWING POWERS OF DIRECTORS

THE SEAL

DISQUALIFICATION OF DIRECTORS

PROCEEDINGS OF DIRECTORS

AUDIT COMMITTEE

DIVIDENDS

ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION

INTERNAL AUDIT

CAPITALISATION OF RESERVES

TENDER OFFER

SHARE PREMIUM ACCOUNT

NOTICES

INFORMATION

INDEMNITY OR INSURANCE

FINANCIAL YEAR

WINDING-UP

AMENDMENT OF ARTICLES OF ASSOCIATION

REGISTRATION BY WAY OF CONTINUATION

LITIGIOUS AND NON-LITIGIOUS AGENT

Article 1

第一條

Article 2

第二條

Article 3

第三條

Article 4

第四條

Article 5

Article 6

KO JA AGM Information 2026