LELON — AGM Information 2025

Jul 8, 2025

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First
Extraordinary
General Meeting
of Shareholders

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Table of Content

I.	Meeting Procedure	Meeting Procedure	1
II.	Meeting Agenda		2
	I.	Election	3
	II.	Other Matters	4
	III.	Questions and Motions	4
III.	Attachments
	I.	List of Director (including Independent Director) Candidates	5
	II.	Details of the Proposal of Release of the Prohibition on
		Directors from Participation in Competitive Business	7
IV.	Appendices
	I.	Articles of Incorporation	9
	II.	Rules of Procedure for Shareholder Meetings	15
	III.	Rules for Election of Directors	19
	IV.	The shareholding status of the directors	20

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Handbook for the 2025 First Extraordinary General Meeting of Shareholders Lelon Electronics Corp.

Lelon Electronics Corp.

2025 First Extraordinary General

Meeting of Shareholders

Procedure

I. Call the Meeting to Order

II. Chairperson Remarks

III. Election

IV. Other Matters

V. Questions and Motions

VI. Adjournment

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Lelon Electronics Corp.

Agenda of 2025 First Extraordinary

General Meeting of Shareholders

Meeting Time: 9:00 a.m. 25 March 2025 (Tuesday)

Place: No. 147, Sec. 1, Guoguang Rd., Dali Dist., Taichung City (The first-floor conference room of Lelon Electronics Corp. (hereinafter the Company”)

Type of Meeting: Physical Meeting

I. Call the Meeting to Order ( Report the total number of shares represented at

the meeting)

II. Chairperson Remarks

III. Election

Re-election of directors.

IV. Other Matters

Proposal of Release of the Prohibition on Directors and Their Representatives from Participation in Competitive Business.

V. Questions and Motions

VI. Adjournment

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Handbook for the 2025 First Extraordinary General Meeting of Shareholders Lelon Electronics Corp.

 Election

(Proposed by the Board)

Proposal: Re-election of directors.

• Explanation:1. The Company’s 16[th ] Directors’ term is set to expire on 28 June, 2025. According to regulations, a director re-election will be conducted at this extraordinary general shareholders’ meeting.

• According to Article 14 of the Company’s “Articles of Incorporation”, there should be a total of 9 Directors (including 5 Independent Directors) to be elected for 17[th] Directors’ term, following a candidate nomination system. The term of office of the Directors to be elected shall be three years, commencing on 25 June,2025 and expiring on 24 June, 2028.

• The list of candidates for Directors (Independent Directors) was approved by a resolution of the Board of Directors on 26 February 2025, please refer to p.5 of this handbook (Attachment I).

• Mr. Chi-Wei Lin has served as the Company's independent director for three terms. Considering his accounting expertise and familiarity with relevant laws and regulations, which will be of great benefit to the Company, he will continue to be nominated as an independent director candidate this time. With his expertise, he can provide professional advice to the Board of Directors and supervise the Board of Directors when exercising his duties as an independent director.

• Please refer to p.14 (Appendix III) of this handbook for the “Rules for Election of Directors”.

• Proposed for election.

Election Resolution:

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 Other Matters

(Proposed by the Board)

• Proposal: Proposal of Release of the Prohibition on Directors and Their Representatives from Participation in Competitive Business.

• Explanation:1. In accordance with Article of the Company Act, A director who does anything for himself or on behalf of another person that is within the scope of the company’s business shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

• In order to leverage the expertise and relevant experience of the company’s directors, it is hereby proposed to the extraordinary general shareholders’ meeting to agree on lifting the restrictions on the newly appointed director’s and their representative’s competition activities in accordance with the law.

• 3.Details of the proposal of release of the p rohibition on directors and their representatives from participation in competitive business please refer to p.45 of this handbook (Attachment II).

• Proposed for resolution.

Resolution:

 Questions and Motions

 Adjournment

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Handbook for the 2025 First Extraordinary General Meeting of Shareholders Lelon Electronics Corp.

 Attachment I

List of candidates for Directors (Independent Directors)

The list of candidates for Directors (Independent Directors) in accordance with Article 192-1 of the Company Act:

	Candidates for Directors	Candidates for Directors	1	2	3	3
	Name		ChiFa Enterprise Co., Ltd. Representative : JimmyWu	Cheng-Hung Chang	Xing-Shu Ke
	Shareholdings In Shares		25,619,291 (15.55%)	3,072,493 (1.87%)	211,188 (0.13%)
	Education		Master of Engineering Management, LAMAR UNIVERSITY (TEXAS), USA	Kuang-Hwa Vocational Senior High School of Technology in Taichung	Masters in Management, National Chung HsingUniversity
	Relevant Experience		Chairman & President, Lelon Electronics Corp.	Vice President, Lelon Electronic Corp.	Chairman, Sweeten Real Estate Development Co., Ltd.
	Current Positions		Chairman & President, Lelon Electronics Corp.	Director, Lelon Electronics Corp.	Chairman, Sweeten Real Estate Development Co., Ltd.
			4 Lien-HengLiao 0 International Business graduate, Feng Chia University Deputy Chairman, Sinon Corporation Deputy Chairman, Sinon Corporation
	Candidates for Directors		4
	Name		Lien-HengLiao
	Shareholdings In Shares		0
	Education		International Business graduate, Feng Chia University
	Relevant Experience		Deputy Chairman, Sinon Corporation
	Current Positions		Deputy Chairman, Sinon Corporation
	Candidates for Independent Directors		1	2		3
	Name		Chi-Wei Lin	C. Y. Wei		Samuel Kuo
	Shareholdings In Shares		0	0		0
	Education		Accounting graduate, National Cheng Kung University	Communication Engineering, National Chiao TungUniversity		Electronics Engineering, Tokyo Electronics College

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Relevant Experience	Partner, Ernst & Young (Formerly known as Diwan)	Chairman/ President, Universal Global Scientific IndustrialCo.,Ltd.)	Chairman/ President, Universal Global Scientific IndustrialCo.,Ltd.)	Chairman, Ty-Ohm Electronic Works Co., Ltd.
Current Positions	Independent Director, Lelon Electronics Corp.	Chairman/ President, Universal Global Scientific IndustrialCo.,Ltd.)		Chairman, Ty-Ohm Electronic Works Co., Ltd.
			5 Wen-Hsin Huang 0 Ph.D. in Accounting, National TaiwanUniversity Assistant Professor, Department of Accounting and Information Science, National Taichung University of Science and Technology Assistant Professor, Department of Accounting and Information Science, National Taichung University of Science and Technology
Candidates for Independent Directors	4		5
Name	Yee-Ru Liu		Wen-Hsin Huang
Shareholdings In Shares	0		0
Education	Ph.D. in Economics, The University of Chicago, USA		Ph.D. in Accounting, National TaiwanUniversity
Relevant Experience	Minister of Finance of the Republic of China Legislator (Two-terms), Taiwan Managing Director, Bellwether International Group, Hong Kong Director, Hon Hai Precision Ind. Co., Ltd. Adjunct Professor, Department of Finance, National TaiwanUniversity		Assistant Professor, Department of Accounting and Information Science, National Taichung University of Science and Technology
Current Positions	Managing Director, Bellwether International Group, Hong Kong Director, Hon Hai Precision Ind. Co., Ltd. Adjunct Professor, Department of Finance,National TaiwanUniversity		Assistant Professor, Department of Accounting and Information Science, National Taichung University of Science and Technology

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Handbook for the 2025 First Extraordinary General Meeting of Shareholders Lelon Electronics Corp.

 Attachment II

Details of Release of the Prohibition on Directors and Their Representatives from Participation in Competitive Business

Title	Name	Positions currently held in other companies
Legal representative	Jimmy Wu	Chairman, Lelon Electronics (Huizhou) Co., Ltd. Chairman and President, Lelon Electronics (Suzhou) Co., Ltd. Chairman and President, Lelon Technology Electronics (Suzhou) Co., Ltd. Chairman, Lelon Electronics (Thailand) Co., Ltd. Chairman, LIRO (BVI) Electronics Co., Ltd. Chairman, Lelon International Industrial Ltd. Chairman, Dongguan Lihong Trading Co., Ltd. Chairman, Liton Technology Corp. Chairman, Liton Electronics Corp. (Huizhou) Chairman, Liton Electronics Technology (Abazhou) Corp. Chairman, LITON (BVI) Co., Ltd. Chairman, V-TECH Co., Ltd., Chairman, FOREVER Co., Ltd. Chairman, Lifu Machinery Industrial Co., Ltd. Supervisor, Ruyuan Lidon Electronic Technology Co., Ltd. Director, Chyi Fa Co., Ltd. Chairman, Fengjie Investment Co.,Ltd.
Director	Cheng- Hung Chang	Director, Lelon Electronics (Huizhou) Co., Ltd. Director, Lelon Electronics (Suzhou) Co., Ltd. Supervisor, Lifu Machinery Industrial Co., Ltd. Director, Regent Rich (Hong Kong) Co., Ltd. Chairman, Lijing Real Estate Development (Huizhou) Co., Ltd. Chairman, Huizhou Liquan Property Management Co., Ltd.
Director	Xing-Shu Ke	Chairman, Sweeten Real Estate Development Co., Ltd. Chairman, Jingle Construction Co., Ltd. Director, China Electric Mfg. Corp. Director, Tianxing Investment Co., Ltd. Director, Tiansheng Investment Co., Ltd. Chairman, Taidaxing Industrial Co., Ltd. Chairman, Tianqi Investment Co., Ltd. Chairman, StunTing Estate Development Co., Ltd. Chairman, Sweeten Huanhui Enterprise Co., Ltd. Independent Director, Universal Microelectronics Co., Ltd.
Director	Lien-Heng Liao	Deputy Chairman, Sinon Corporation Director, Taiwan Fresh Supermarket Corporation Director, Yumei Biotec Corporation Director, Shing Nung Trading Co., Ltd. Independent Director, Sweeten Real Estate Development Co., Ltd.

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Title	Name	Positions currently held in other companies
Independent Director	Chi-Wei Lin	Independent Director, Nien Made Enterprise Co., Ltd.
Independent Director	C. Y. Wei	Director, USI Inc., Director, Huntingtons Holdings International Co., Ltd. Director, Unitech Holdings International Co., Ltd. Director, Real Tech Holdings Limited, Director Director, USI Enterprise Limited Director and President, Universal Scientific Industrial (Shanghai) Co., Ltd. Director, Universal Global Technology Co., Ltd. Director, Universal Global Technology (Kunshan) Co., Ltd. Director, Universal Global Technology (Shanghai) Co., Ltd. Director/Legal Representative/ President, Universal Global Electronics (Shanghai) Co., Ltd. Chairman/Legal Representative, USI Electronics (Shenzhen) Co., Ltd. Director, Universal Global Industrial Co., Limited Chairman/Legal Representative, Universal Global Scientific Industrial Co., Ltd. Director/CEO, USI America Inc. Director/Representative, USI Japan Co., Ltd. Director/President, Universal Scientific Industrial De Mexico S. A. De C. V. Director, Universal Global Electronics Co., Ltd. Chairman/Legal Representative and President, Universal Scientific Industrial Co., Ltd. Director, Universal Global Technology (Huizhou) Co., Ltd. Director/ President, Universal Scientific Industrial (France) Chairman, Universal Scientific Industrial Vietnam Co., Ltd. Director, Financiere AFG Director /Legal Representative/President, USI Science and Technology (Shenzhen) Co., Ltd. Director, Memtech International PTD. Ltd. Director,MUtek Electronics Co.,Ltd.
Independent Director	Samuel Kuo	Chairman (Representative of the institutional shareholder) and President, Ty-Ohm Electronic Works Co., Ltd. Chairman and President, Ty-Ohm (Suzhou) Electronic Works Co., Ltd. Chairman and President, Asia Akita Electronic Technology Company Chairman and President, Asia Akita Electronic Technology (Shenzhen) Co., Ltd. Chairman, Asia Akita (BVI) Co., Ltd. Chairman, TY-OHM (Samoa) Electronic Works Co., Ltd. Chairman,Ty-Ohm(Thailand)Electronic Works Co.,Ltd.
Independent Director	Yee-Ru Liu	Managing Director, Bellwether International Group, Hong Kong Director,Hon Hai Precision Ind. Co.,Ltd.

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Handbook for the 2025 First Extraordinary General Meeting of Shareholders Lelon Electronics Corp.

 Appendix I

Lelon Electronics Corp.

Articles of Incorporation

Chapter 1 General Provisions

• Article 1: The Company shall be incorporated under the Company Act of the Republic of China, and its name shall be Lelon Electronics Corp.

• Article 2: The Company's business scope includes:

• CC01080 Electronics Components Manufacturing.

• CB01010 Mechanical Equipment Manufacturing.

• CD01030 Motor Vehicles and Parts Manufacturing.

• CD01040 Motorcycles and Parts Manufacturing.

• CD01050 Bicycles and Parts Manufacturing.

• F119010 Wholesale of Electronic Materials.

• F113010 Wholesale of Machinery.

• F114030 Wholesale of Motor Vehicle Parts and Motorcycle Parts, Accessories.

• F114040 Wholesale of Bicycle and Component Parts Thereof.

• F219010 Retail Sale of Electronic Materials.

• F213080 Retail Sale of Other Machinery and Equipment.

• F214030 Retail Sale of Motor Vehicle Parts and Motorcycle Parts, Accessories.

• F214040 Retail Sale of Bicycle and Component Parts Thereof.

• F401010 International Trade.

• IG03010 Energy Technical Services.

• ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

• Article 3: The Company shall have its head office in Taichung City, the Republic of China, and may, pursuant to a resolution adopted at the meeting of the Board of Directors, set up branch offices within or outside the territory of the Republic of China when deemed necessary.

Chapter 2 Capital Stock

• Article 4: The total capital stock of the Company shall be in the amount of NT$ 3.6 billion, divided into 360 million shares, at NT$ 10 each, to be fully issued. The board of directors is authorized to issue shares in installments, reserving 7,000,000 shares within the total share capital for the issuance of employee stock options.

• Article 4-1: The employees of parents or subsidiaries of the company meeting certain specific requirements are entitled to receive the transfer of treasury shares acquired by the Company in accordance with the Company Act.

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The employees of parents or subsidiaries of the company meeting certain specific requirements are entitled to receive shares when the company issues new shares.

The employees of parents or subsidiaries of the company meeting certain specific requirements are entitled to receive share subscription warrant.

The employees of parents or subsidiaries of the company meeting certain specific requirements are entitled to receive restricted stock for employees. The board of directors are authorized to determine certain qualification requirements.

• Article 5: The company’s share certificate shall be affixed with the signatures or personal seals of the director representing the company and shall be duly certified or authenticated by competent authority under the laws before issuance thereof.

The issuing company may be exempted from printing any share certificate for the shares issued and shall register the issued shares with a centralized securities depositary enterprise and follow the regulations of that enterprise.

• Article 6: The handling of the company's stock affairs shall comply with the “Regulations Governing the Administration of Shareholder Services of Public Companies” promulgated by the competent authority and relevant laws and regulations.

• Article 7: The share transfer registration shall be suspended within 60 days prior to the convening date of a regular shareholders' meeting, or within 30 days prior to the convening date of a special shareholders' meeting, or within 5 days prior to the target date fixed by the issuing company for distribution of dividends, bonus or other benefits.

Chapter 3 Shareholders' Meeting

• Article 8: Shareholders' meeting shall be of two kinds which are regular meeting of shareholders and special meeting of shareholders. Regular meeting of shareholders shall be held at least once every year and shall be convened within six months after close of each fiscal year. A notice to convene a regular meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. Special meeting of shareholders shall be held when necessary and a notice to convene a special meeting of shareholders shall be given to each shareholder no later than 15 days prior to the scheduled meeting date.

The notice of the shareholders’ meeting may be given by means of electronic transmission, after obtaining a prior consent from the recipient(s). The notice of the shareholders’ meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form of a public announcement.

• Article 8-1: The company may, upon the approval of a majority of the shareholders present at a shareholders’ meeting attended by two-thirds or more of shareholders, buy back its shares at the price lower than the closing price of the company stocks as of the issuing date for issuing employee stock options or transferring the shares at the price less than the average actual share repurchase price to its employees.

• Article 9: A shareholder may, in accordance with Article 177 of the Company Act, appoint a proxy to attend a shareholders’ meeting in his/her/its behalf by executing a power of attorney stating therein the scope of power authorized to the proxy if the shareholder is unable to do so in person for any cause.

After the service of the power of attorney of a proxy to the company, in case the shareholder issuing the said proxy intends to attend the shareholders’ meeting in person or to exercise his/her/its voting power in writing or by way of electronic transmission , a proxy rescission

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Handbook for the 2025 First Extraordinary General Meeting of Shareholders Lelon Electronics Corp.

notice shall be filed with the company two days prior to the date of the shareholders’ meeting as scheduled in the shareholders’ meeting notice so as to rescind the proxy at issue, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.

• Article 10: The shareholders’ meeting shall be convened by the board of directors, with the chairman of the board serving as the chairperson of the meeting, except as otherwise provided in the Company Act. In case the chairman of the board of directors is absent, the chairman of the board of directors shall designate one of the directors. In the absence of such a designation, the directors shall elect from among themselves an acting chairperson of the board of directors. Where as for a shareholders' meeting convened by any other person having the convening right, he/she shall act as the chairperson of that meeting provided, however, that if there are two or more persons having the convening right, the chairperson of the meeting shall be elected from among themselves.

• Article 11: Except for those that are restricted or in the circumstances otherwise provided for in paragraph 2 of Article 179 shall have no voting power, the shareholders of the company shall have one voting power in respect of each share in his/her/its possession.

• Article 12: Resolutions at a shareholders' meeting shall, unless otherwise provided for by relevant laws and regulations, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.

• Article 13: Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting and shall be handled in accordance with Article 183 of the Company Act.

Chapter 4 Directors

• Article 14: The Company shall have 5 to 11 directors with the term of three years. A candidates nomination system is adopted for election of the directors of the company. The shareholders shall elect the directors from among the nominees listed in the roster of director candidates. All directors shall be eligible for re-election. The percentage of shareholdings of all the directors is subject to the provisions separately prescribed by the competent authorities of securities affairs. Among the number of directors to be elected prescribed in the previous paragraph, the number of independent directors shall not be less than three.

• The Company has established an audit committee in accordance with Article 14-4 of the Securities Exchange Act. The audit committee shall be composed of the entire number of independent directors. The audit committee and its members shall be responsible for exercising powers of supervisors prescribed by the Company Act, the Securities Exchange Act and other applicable laws and regulations.

The board of directors of the company may establish a remuneration committee or other functional committees in consideration of the company's operations.

• Article 14-1: The company may enroll the directors or key personnel in liability insurance with respect to liabilities or claims for damages from stakeholders, resulting from exercising their duties during their terms of office.

• Article 15: When the number of vacancies in the board of directors of a company equals to one third of the total number of directors or when all independent directors have been dismissed, the

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board of directors shall call, within 60 days, a special meeting of shareholders to elect succeeding directors to fill the vacancies for the remaining term of directorship.

• Article 16: In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office. However, the competent authority may, ex officio, order the company to elect new directors within a given time limit; and if no re-election is effected after expiry of the given time limit, the out-going directors shall be discharged ipso facto from such expiration date.

• Article 17: The directors shall organize the board of directors. The board of directors shall elect a chairman of the board directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors to execute all matters of the Company in accordance with applicable laws and regulations, the Articles of Incorporation, and resolutions of the shareholders' meeting and the board of directors.

• Article 17-1: A board of directors shall meet at least quarterly. In calling a board meeting, the reasons for calling shall be made known to each director at least 7 days in advance. In emergency circumstances, however, a meeting may be convened at any time.

The board meeting notice may be effected in writing, e-mail or fax.

• Article 18: The operational guidelines and other important matters of the company shall be determined by the board of directors. Except for the first meeting of each term of the board of directors shall be convened in accordance with Article 203 of the Company Act, the meetings of the board of directors shall be convened by the chairman of the board of directors. In case the chairman of the board of directors is absent, the chairman of the board of directors shall designate one of the directors. In the absence of such a designation, the directors shall elect from among themselves an acting chairperson of the board of directors.

• Article 19: The resolutions of the board of directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. In case a director appoints another director to attend a meeting of the board of directors in his/her behalf, he/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. A director may accept the appointment to act as proxy of one other director only.

• Article 20: Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairperson of the meeting and shall be distributed to all shareholders of the company within twenty (20) days after the close of the meeting. The minutes of shareholders' meeting shall record the date and place of the meeting, the name of the chairperson, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept persistently throughout the life of the company.

• Article 21: The remuneration of directors shall be determined by the board of directors based on the level of involvement and contribution to the operations of the company and may be paid at such level as generally adopted by the enterprises of the same industry.

Chapter 5 Managerial Officials and Employees

• Article 22: The company may have one president and several vice presidents. Appointment, discharge and the remuneration of the president and vice presidents shall be in compliance with Article 29 of the Company Act.

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Handbook for the 2025 First Extraordinary General Meeting of Shareholders Lelon Electronics Corp.

• Article 23: The company may hire consultants and key personnel upon resolution of the board of directors.

Chapter 6 Accounting

• Article 24: At the close of each fiscal year, the board of directors shall prepare and present the following statements and records to the shareholders' meeting for approval:

• Business report. 2. Financial statements. 3. Surplus earning distribution or loss offsetting proposals.

• Article 25: If the company has made profit in the year, appropriate no less than 2% as employees’ compensation, and no more than 4% as remuneration to the directors. The company shall appropriate for covering carryforward loss, where applicable.

• The profit for the year referred to in the preceding paragraph shall refer to the profit before tax for the year before the distribution of employees’ compensation and remuneration to directors.

The company shall, 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, have the profit distributable as employees’ compensation and remuneration to directors in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

Compensation to employees may be distributed in cash or stock. Employees, including the employees of parents or subsidiaries of the company meeting certain specific requirements, are entitled to receive shares or cash.

Remuneration to directors shall be in the form of cash only.

• Article 25-1: When allocating its surplus profits after having paid all taxes and dues, the company’s accumulated losses shall have been covered and the company shall set aside 10% of said profits as legal reserve. Where such legal reserve amounts to the total paid-in capital, this provision shall not apply.

In addition, special reserves shall be set aside or reversed in accordance with the law. The remaining balance, together with the undistributed earnings at the beginning of the period, shall be formulated into a profit distribution proposal by the board of directors, and submitted to the shareholders' meeting for resolution on the distribution of dividends to shareholders.

The dividend policy of the company is in line with the current and future development plans, investment environment, funding requirements, domestic and foreign competitive conditions, and other factors that take into account the interests of shareholders. The company shall allocate no less than 10% of the distributable profits for distribution to shareholders each year, except when the accumulated distributable profits are less than 1% of the paid-in capital, in which case no distribution of dividends may be distributed. The dividends are distributed in the forms of stock and cash. The cash dividend distribution ratio shall not be less than 10% of the total dividend distribution to shareholders for the current year. In the case when the cash dividend per share is less than NT$0.5, the board of directors is authorized to propose a resolution, and the distribution method shall be determined by a resolution of the shareholders' meeting,

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either in cash or stock dividends.

Chapter 7 Supplementary Provisions

• Article 26: The company’s external reinvestment may exceed 40% of the paid-in capital and the board of directors is authorized for the execution.

• Article 27: The company may provide guarantee for other companies in the same industry.

• Article 28: The company's bylaws and operating procedures are established by the board of directors.

• Article 29: In regard to all matters not provided for in these Articles of Incorporation, the Company Act shall govern.

• Article 30: The Articles of Incorporation was established on 23 January 1976. The first amendment was made on 15 March 1976.

The second amendment was made on 4 September 1979. The third amendment was made on 1 March 1984. The fourth amendment was made on 12 May 1984. The fifth amendment was made on 12 April 1985. The sixth amendment was made on 2 April 1986. The seventh amendment was made on 9 January 1987. The eighth amendment was made on 20 May 1988. The ninth amendment was made on 11 December 1989. The tenth amendment was made on 1 September 1994. The eleventh amendment was made on 15 November 1996. The twelfth amendment was made on 15 December 1997. The thirteenth amendment was made on 18 June 1998. The fourteenth amendment was made on 19 June 1999. The fifteenth amendment was made on 25 April 2000. The sixteenth amendment was made on 15 May 2001. The seventeenth amendment was made on 4 June 2002. The eighteenth amendment was made on 15 June 2004. The nineteenth amendment was made on 23 June 2005. The twentieth amendment was made on 22 June 2006. The twenty-first amendment was made on 18 June 2008. The twenty-second amendment was made on 23 June 2010. The twenty-third amendment was made on 28 June 2012. The twenty-fourth amendment was made on 22 June 2015. The twenty-fifth amendment was made on 22 June 2016. The twenty-sixth amendment was made on 22 June 2018. The twenty-seventh amendment was made on 15 March 2019. The twenty-eighth amendment was made on 4 August 2021. The twenty-ninth amendment was made on 29 June 2022.

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Handbook for the 2025 First Extraordinary General Meeting of Shareholders Lelon Electronics Corp.

 Appendix II

Lelon Electronics Corp.

Rules of Procedure for Shareholder Meetings

• Article 1 The rules of procedures for the shareholders’ meetings of Lelon Electronics Corp. (the “Company”), except as otherwise provided by law or regulation, shall be as provided in these Rules.

• Article 2 The Company shall specify in its shareholders’ meeting notices the time during which attendance registrations for shareholders will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

The shareholders, solicitors and proxies shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.

When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing a proxy form and stating the scope of the proxy's authorization. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting, and shall deliver the proxy form to the Company five days before the date of the shareholders’ meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Attendance at shareholders’ meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, plus the number of shares whose voting rights are exercised by correspondence or electronically.

• Article 3 Attendance and voting at shareholders’ meetings shall be calculated based on numbers of shares. A shareholder shall be entitled to one vote for each share held.

• Article 4 The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

Article 5 If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired

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by the chairman of the board. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the vice chairman shall act in place of the chairperson; if there is no vice chairman or the vice chairman also is on leave or for any reason unable to exercise the powers of the vice chairman, the chairman shall appoint one of the directors to act as chair. Where the chairman does not make such a designation, the directors shall select from among themselves one person to serve as chair.

When a director serves as chair, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

If a shareholders’ meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

• Article 6 The Company may appoint its attorneys, CPAs, or related persons retained by it to attend a shareholders’ meeting in a non-voting capacity.

• Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands.

• Article 7 The Company shall make an uninterrupted audio and video recording of the proceedings of the shareholders’ meeting and shall retain the recorded materials for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

• Article 8 The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.

However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.

• Article 9 If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting.

The preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders’ meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending

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Handbook for the 2025 First Extraordinary General Meeting of Shareholders Lelon Electronics Corp.

shareholders, and then continue the meeting.

After close of the said meeting, except for circumstances described in the preceding paragraph, shareholders shall not elect another chairman to hold another meeting at the same place or at any other place.

• Article 10 Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

• Article 11 Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes.

• If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

• Article 12 When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.

• Article 13 After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

• Article 14 When the chair at a board of directors meeting is of the opinion that a matter has been sufficiently discussed to a degree of putting to a vote, the chair may announce the discussion closed and bring the matter to vote.

• Article 15 Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.

• Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders’ meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

The election of directors at a shareholders’ meeting shall be held in accordance with the Procedures for Election of Directors adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of not elected and number of votes they received.

• Article 16 When a meeting is in progress, the chair may announce a break based on time considerations.

Article 17 Except as otherwise provided in the Company Act and in the company's Articles of

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Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.

• Article 18 When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

• Article 19 The chair may direct the proctors (security personnel) to help maintain order at the meeting place. When proctors (security personnel) help maintain order at the meeting place, they shall wear an identification card or armband bearing the word “Proctor”.

• Article 20 The procedures are formulated by the board of directors of the company and implemented upon approval by the shareholders' meeting. The same shall apply to any amendment thereto.

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Handbook for the 2025 First Extraordinary General Meeting of Shareholders Lelon Electronics Corp.

 Appendix III

Lelon Electronics Corp.

Rules for Directors of Election

• Article 1 The rules for directors of election of Lelon Electronics Corp. (the “Company”), except as otherwise provided by Company law or regulation and the Articles of Incorporation of the Company, shall be as provided in these Rules.

• Article 2 The cumulative voting method shall be used for the election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected and may be cast for a single candidate or split among multiple candidates.

• Article 3 At the beginning of the election, the Chairman shall appoint several persons each to check and record the ballots. The persons to check the ballots shall be appointed as shareholders.

• Article 4 The Company’s directors shall be elected by adopting the candidate nomination system specified in the Articles of Incorporation of the Company. In the election of directors of the Company, candidates who acquire more votes should win the seats of directors. If two or more persons acquire the same number of votes and the number of such persons exceeds the specified seats available, such persons acquiring the same votes shall draw lots to decide who should win the seats available, and the Chairman shall draw lots on behalf of the candidate who is not present.

• Article 5 Election ballots shall be prepared by the person with convening right and shall state the attendance card number of the elector and his/her election entitlement and shall be sealed with the seal of the Company.

• Article 6 Ballots shall be deemed void under the following conditions:

• (1) Ballots not prepared by the person with convening right;

• (2) A blank ballot is placed in the ballot box;

• (3) The writing is unclear and indecipherable or has been altered;

• (4) The electee does not match the list of director candidates; or

• (6) In addition to filling in the number of votes to be allocated, over words are inserted.

• Article 7 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the number of votes with which they were elected, shall be announced by the chair on the site.

• Article 8 The procedures are formulated by the board of directors of the company and implemented upon approval by the shareholders' meeting. The same shall apply to any amendment thereto.

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 Appendix IV

Lelon Electronics Corp.

The shareholding status of all directors

Date for suspension of share transfer: 24 February 2025

Title	Name	Date Elected	Term	Shares Held as at the Date for Suspension of Share Transfer	Shares Held as at the Date for Suspension of Share Transfer
				Shares	%
Chairman	Jimmy Wu	29 June 2022	3 years	7,624,929	4.63%
Director	ChiFa Enterprise Co.,Ltd.	29 June 2022	3 years	25,619,291	15.55%
Director	Cheng-Hung Chang	29 June 2022	3 years	3,072,493	1.87%
Director	Xing-Shu Ke	29 June 2022	3 years	211,188	0.13%
Director	Lien-Heng Liao	29 June 2022	3 years	0	0.00%
Independent Director	Jimmy Ou (Note)	29 June 2022	3 years	0	0.00%
Independent Director	Chi-Wei Lin	29 June 2022	3 years	0	0.00%
Independent Director	C. Y. Wei	29 June 2022	3 years	0	0.00%
Independent Director	Samuel Kuo	29 June 2022	3 years	0	0.00%
Total				36,527,901	22.18%

Note: Independent Director Jimmy Ou passed away on 20 February 2025.

• I. Type of shares: Common shares

• II. Shares issued: 164,735,137 shares

• III. The statutory minimum shareholding requirement for all directors: 9,884,708 shares

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