Stock Code: 4912

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Lemtech Holdings Co., Limited

2021 Annual General Shareholders’ Meeting Handbook

Date: 9:00 a.m., Monday, June 28, 2021 Venue: 3F, No. 189, Sec.1, Xianmin Blvd., Banqiao Dist., New Taipei City (Grand Forward Hotel)

(This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.)

Table of Content

_________

Meeting Procedure……………………………………………………………………..1	Meeting Procedure……………………………………………………………………..1
Meeting Agenda………………………………………………………………………..2
1.	Reporting Matters…………………………………………………………………..3
2.	Proposals Matters………………………………………………………………….6
3.	Discussion Matters………………………………………………………………....7
4.	Election Matters………………………………………………………………….....9
5.	Other Proposals……………………………………………………………………15
6.	Extemporary motions……………………………………………………………..15
7.	Adjournment……………………………………………………………………….15
Attachments
1.	2020 Business Report……………………………………………………………..16
2.	2020 Audit Report by Audit Committee………………………………………..21
3.	Comparison Table of “Code of Ethical Conduct for Directors and
	Managers” before and after the Amendments………. ……………….………22
4.	2020 Auditors’ Report and Financial Statements………………...…………….27
5.	2020 Annual Profit Distribution Table……..……..……………………………..37
6.	Comparison Table of the "Rules of Procedure for Shareholders’
	Meetings" before and after the Amendments ………………………………….38

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7.	Comparison Table of the "Procedures for Election of Directors" before
	and after the Amendments ………………….……………………..….….……51
8.	Comparison Table of the "Memorandum and Articles of Association"
	before and after the Amendments……………..……………………………….55
9.	Contents of Removing Restrictions on Competing with the Company by
	Directors……………………………………………………….………………….69
Appendix
1.	Memorandum and Articles of Association…………………………………….71
2.	Rules of Procedure for Shareholders’ Meetings………………………………112
3.	Code of Ethical Conduct for Directors and Managers…………………….…121
4.	Procedures for Election of Directors…………………………………………...124
5.	The Impact of Issuance of Bonus Shares Proposed in this Shareholders’
	Meeting on the Company’s Business Performances and Earnings
	per Share ………………………………………………………………………….127
6.	Shareholding of All Directors…………………………………………………...129

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Lemtech Holdings Co., Limited

Procedure for the 2021 Annual Shareholders’ Meeting

I. Meeting Called to Order II. Chairperson Remarks
III. Reporting Matters
IV. Proposals Matters
V. Discussion Matters
VI. Election Matters

VII. Other Proposals

VIII. Extemporary motions

IX. Adjournment

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II. Meeting Agenda

Date: 9:00 a.m., Monday, June 28, 2021

Venue: 3F, No. 189, Sec.1, Xianmin Blvd., Banqiao Dist., New Taipei City (Grand Forward Hotel)

Meeting Procedures:

I. Meeting Called to Order (Report on the total number of shares held by those in attendance)
II. Chairperson Remarks
III. Reporting Matters
Report I. Operation conditions of the company in 2020
Report II. Audit Report of final statements of 2020 by the Audit Committee
Report III. Distribution of employees' and directors' remuneration in 2020
Report IV. Distribution of cash dividends in 2020
Report V. Issuance of the third domestic unsecured convertible corporate bonds
Report VI. Amendments to the Code of Ethical Conduct for Directors and Managers
IV. Proposals Matters
Item I. Adoption of the 2020 Business Report and Financial Statements Item II. Adoption of distribution of earnings plan of 2020
V. Discussion Matters
Item I. Amendment to the company's Rules of Procedure for Shareholders’ Meetings
Item II. Amendment to the company's Procedures for Election of Directors
Item III. Company's intention to issue new shares for capital increase from retained earnings.
Item IV. Amendments to the Memorandum and Articles of Association of the Company
VI. Election Matters ： 5[th] Election of Directors
VII. Other Proposals:
Item I. Removing Restrictions on Competing with the Company by Directors
VIII. Extemporary motions
IX. Adjournment

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(I) Reporting Matters

Report I: Operation conditions of the company in 2020

Description: For the content of the company's 2020 Business Report, please refer to Attachment 1 of this handbook.(page16-20)

Report II: Audit Report of final statements of 2020 by the Audit Committee
Description: In accordance of Article 228 of the Company Act, the company’s Board of Directors has prepared the Business Report, consolidated financial statements, and proposal of annual profit distribution. The Audit Committee has reviewed the aforementioned books and statements submitted by the Board of Directors and has found no deviations. Therefore, pursuant to Article 14-4 of the Securities and Exchanges Act and Article 219 of the Company Act, the Audit Committee hereby presents the Audit Report. Please refer to Attachment 2 of this handbook.(page21)

Report III: Distribution of employees' and directors' remuneration in 2020

Description: 1. Pursuant to the company’s Memorandum and Articles of Association, it is proposed to appropriate 1% for employees’ compensation as well as for directors’ compensation, in the amount of NT$4,686,223 respectively.
The motion has been approved by the Remuneration Committee and the Board of Directors and is submitted to the shareholders' meeting.

Report IV: Distribution of cash dividends in 2020

Description: 1. According to the provisions of Articles 94-1, 94-2 and 95 of the company's Memorandum and Articles of Association, when the profit is distributed in the form of cash, the company authorizes the Board of Directors to distribute the said profit after a resolution is made, and then report to the shareholders' meeting.
Upon the resolution at the 19th meeting of the 4th Board of Directors of the company, a cash dividend of NT$46,967,069 in 2020 Q3 was distributed to shareholders, and NT$0.92915417 was distributed per share, which was distributed in 20th January, 2021.
Upon the resolution at the 22th meeting of the 4th Board of Directors of the company, a cash dividend of NT$162,875,916 in 2020 Q4 was distributed to shareholders, and NT$3 was distributed per share. The distribution of cash dividends is rounded to the nearest dollar, and all amount less than a dollar is discarded. The total of the discarded cash dividends will be calculated as other revenues.

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Report V ： Issuance of the third domestic unsecured convertible corporate bonds Description ： 1 、 Based on Company Law Article 246.

2 、 The company issued the third unsecured conversion corporate bond in the Republic of China on August 4, 2020 in order to repay the principal of the holders of the second unsecured conversion corporate bond in the Republic of China and repay the bank loan. The relevant matters for the total amount of NTD$700 million are as follows:

Type of Corporate Bonds	Third domestic unsecured convertible corporate bonds
Release Date	August 4th, 2020
Denomination	NTD$100,000
Place of Issuance and Transaction	Taipei Exchange
Issue Price	Issued at 100%par value
Total	NTD$700,000,000
Interest Rate	0%
Period	Three years`；`Matures on`：`August 4th, 2023
Guarantee Organization	N/A
Trustee	Bank SinoPac Company Limited
Underwriting institution	Capital Securities Corporation
Certified Lawyer	Jheding International Law Offices Alston Chen
Certified Public Accountant	Deloitte & Touche Lee,Li-Huang`、`Chih, Jui-Chuan
Reimbursement Method	Except for the redemption by the company, the sale by the bondholder, the execution of the conversion, or the redemption and cancellation by the business premises of a securities firm, the company will repay this bond in cash based on the bond denomination upon maturity.
Outstanding Amount	NTD$0 The date of termination of over-the-counter trading of corporate bonds on April 29,2021
Redemption and Advanced Redemption Provisions	Please refer to Issuance of the third domestic unsecured convertible corporate bonds regulation
Restrictive Provisions	None
Name of Credit Rating Agency, Rating Date, and Corporate Bond RatingResults	N/A

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Other rights attached	Amount of Converted(Exchanged or Subscribed Ordinary shares, Overseas Depository Receipts or Other Negotiable Securities)	By April 29th, 2021`，`the total of converted ordinary share is 7,409,911`，`amount NTD$ 74,099,110.
	Issuance and Conversion (Exchange or Subscription) Method	Please refer to MOPS-Investment area- creditability area
Issuance and conversion, and potential dilution and impact on existing shareholders’ equity from the terms of issuance		The conversion of corporate bonds will terminate the over-the-counter trading date on April 29, 2021, so there is no possible dilution of the company's equity and no impact on existingshareholders' rights.
Name of the Custodian Institution for UnderlyingExchange		None

Report VI: Amendments to the Code of Ethical Conduct for Directors and Managers Description: The comparison table of the "Code of Ethical Conduct for Directors and Managers" before and after the amendments is compiled in reference to the "Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/TPEx Listed Companies," with necessary revisions made. Please refer to Attachment 3 of this handbook.(page22-26)

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(II) Proposals Matters

Item I: (Proposed by the Board of Directors)

Subject: Adoption of the 2020 Business Report and Financial Statements

Description: 1. The 2020 Business report, consolidated financial statements (including balance sheet, income statement, statement of changes in equity, and statement of cash flows) have been resolved by the Board of Directors. These consolidated financial statements, as audited by the CPAs of Deloitte Taiwan, Chih, Jui-Chuan and Lee, Li-Huang, along with the 2020 Business Report, have been reviewed and approved by the Audit Committee. Please see Attachment 4 of this handbook.(page27-36)
Please proceed to adopt this proposal.

Resolution:

Item II: (Proposed by the Board of Directors)

Subject: Adoption of distribution of earnings plan of 2020

Description: 1. The company’s 2020 Annual Profit Distribution Table have been approved by the Audit Committee, and resolved by the Board of Directors.
The net profit before tax for the year is NT$643,018,131. In addition, pursuant to the definition stipulated by International Accounting Standards (IAS) 12, the income tax is NT$188,094,322 and the net profit after tax is NT$455,845,540.
According to the company's 2020 Annual Profit Distribution Table, except for distributing cash dividends, there is an item of deducting special reserve. Please refer to Attachment 5 of this handbook.(page37)
Please proceed to adopt this proposal.

Resolution:

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(III) Discussion Matters

Item I: (Proposed by the Board of Directors)

Subject: Amendment to the company's Rules of Procedure for Shareholders’ Meetings

Description: According to Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings and Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, it is proposed to amend the comparison table of the company's Rules of Procedure for Shareholders’ Meetings. Please refer to Attachment 6 of this handbook.(p38-50)

Resolution:

Item II: (Proposed by the Board of Directors)

Subject: Amendment to the company's Procedures for Election of Directors

Description: According to Sample Template for XXX Co., Ltd. Procedures for Election of Directors, and Article 192-1 in Company Act, it is proposed to amend the comparison table of the company's Procedures for Election of Directors. Please refer to Attachment 7 of this handbook.(51-54)

Resolution:

Item III. （ Proposed by the Board of Directors ）

Subject ： Submit the Company's intention to issue new shares for capital increase from retained earnings for discussions.
The Company proposed to contribute NT$81,437,950 from the distributable earnings in 2020 to increase the share capital and issue 8,143,795 new shares at face value of NT$10 per share. The newly issued shares with the increased share capital would be allocated in accordance with the Shareholders' Registrar on the record date for stock dividend. The shareholders can compile fractional share into one share, and register it with the Shareholders’ Registrar within five days from the record date for distribution of share dividend. The Company would pay cash instead for such stock dividend (calculated to NTD and rounded down to an integer) for any failure to make the fractional share into one share by shareholders and the chair is to be authorized to offer the shares to specific persons.
Rights and obligations of the new shares are the same as those of the original shares.
If there is any revision needed, the Board of Directors is authorized by shareholders meeting to adjust it.

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In the future, if the number of outstanding shares is affected by factors such as issuing new shares, buying back or taking back the company’s shares, the conversion of stock options transfer and cancellation or other factors, which leads to changes of dividend payout ratio, it is proposed the Board of Directors is authorized to adjust it.
Upon the approval of the shareholders' meeting, it is proposed that the Board of Directors is authorized to determine the schedule for issuance of new shares, and other relevant issues.

Resolution.

Item IV: (Proposed by the Board of Directors)

Subject: Amendments to the Memorandum and Articles of Association of the Company

Description: According to the need for the company’s actual operation, it is proposed to amend the comparison table of the company's Memorandum and Articles of Association. Please refer to Attachment 8 of this handbook.(p55-68)

Resolution:

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(IV) Election Matters

Item I: (Proposed by the Board of Directors)

Subject: 5[th] Election of Directors

Description ： 1. The term of the fourth directors expires on June 10, 2021. It is proposed to correspond to 2021 general meeting of shareholders for re-election. The term of the original directors will expire when the re-elected director takes office.
2 、 In according to Article 60 of Companies Law, it is proposed to elect 9 directors(including 5 Independence directors). The nomination system of director candidates will be adopted, and the term of office is three years, and they can be re-elected.
3 、 The term of newly-elected directors will start from June 28, 2021 to June 27, 2024.
4 、 A Cumulative Voting System is adopted and Procecure for Election of Directors is listed in Appendix Three.
5 、 A Candidate Nomination System is adopted, the candidates list approved by the 22th Board of Directors.

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Nominee Category	Nominee Name	Registered household in Taiwan	Education Experience	Current Position	Name of Presenting Government / Juridical Person	Serve as independent director for consecutive three sessions
Director	Hsu, Chi-Feng	Yes	Changhua Yang-Ming Middle School Vice Manager of Manufacturing Department of Li Yao Industrial Co., Ltd. Vice General Manager of Wei Yao Industrial (Shareholding) Co., Ltd.	Chairman and General Manager of Lemtech Holdings Co., Limited Director of Lemtech Global Solution Co. Ltd. Chairman of Lemtech Precision Material (China) Co., Ltd Chairman/ General manager of LDC Precision Engineering Co., Ltd Director of Lemtech Technology Limited Director of Aapico Lemtech (Thailand) Co., Ltd. Director of Lemtech USA INC. Director of Lemtech Industrial Services Ltd Chairman of Kunshan Lemtech Slide Technology Co., Ltd. Director of Zhenjiang Emtron Surface Treatment Limited Chairman of Lemtech Energy Solutions Corporation Director of Lemtech Precision Material (Czech) s.r.o. Director of Lemtech Cooling System Limited Director of Lemtech Philippine Thermal System Inc. Director of Lemtech Electronics Technology (Changshu)Co.,Ltd	No	N/A

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Nominee Category	Nominee Name	Registered household in Taiwan	Education Experience	Current Position	Name of Presenting Government / Juridical Person	Serve as independent director for consecutive three sessions
Director	Chan Kim Seng Maurice	No	National Trade Certificate Grade 1 in Precision Press Tool & Die Making (Precision Engineering Institute of Singapore) Amtek Engineering Ltd, CA SBU Manager of Project Department of Amtek Engineering Ltd, CA SBU General Manager of Kunshan Eson Precision Engineering Co., Ltd.	Vice Chairman and Business Director of Lemtech Holdings Co., Limited Director of Lemtech Global Solution Co. Ltd. Director of Lemtech Precision Material (China) Co., Ltd Director of Aapico Lemtech (Thailand) Co., Ltd. Director of Zhenjiang Emtron Surface Treatment Limited Director of Lemtech Precision Material (Czech) s.r.o. Director of Lemtech Cooling System Limited Director of Lemtech Philippine Thermal System Inc. Supervisor of Kunshan Lemtech Electronics Technology Co.,Ltd Director of Lemtech Electronics Technology(Changshu)Co.,Ltd	No	N/A

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Nominee Category	Nominee Name	Registered household in Taiwan	Education Experience	Current Position	Name of Presenting Government / Juridical Person	Serve as independent director for consecutive three sessions
Director	Ye, Hang	No	Director of Mould Design Department of Amtek Engineering Ltd, CA SBU Manager of Business Department of Kunshan Eson Precision Engineering Co., Ltd. Shanghai Workers College for Mechanotronics	Director and Technical Chief of Lemtech Holdings Co., Limited Director of Lemtech Global Solution Co. Ltd. Director of Lemtech Precision Material (China) Co., Ltd Director of Lemtech Precision Material (Czech) s.r.o. Director of Lemtech Cooling System Limited Director of Lemtech Philippine Thermal System Inc. Director of Lemtech Electronics Technology (Changshu)Co.,Ltd	No	N/A
Director	Tan, Yong	No	Shanghai Machine Tool Electric Appliance Plant Technical Head Head of Mould Department of Shanghai Pioneer Speakers Co., Ltd. Sales Director of Shanghai Chin Jih Metal Products Co., Ltd.	Director/ Factory Special Assistant of General Manager of Lemtech Precision Material (China) Co., Ltd	No	N/A
Independent Director	Yang, Rui-Long	No	Master of Economics in the Renmin University of China Professor of School of Economics in Renmin Universityof China	Independent Director of Lemtech Holdings Co., Limited Professor of School of Economics in Renmin University of China	No	Yes (`註一`)
Independent Director	Yu, Chi-Min	Yes	Doctor of Southern Methodist in Law and Science of Law Vice General Manager of Eastern Multimedia Group	Independent Director of Lemtech Holdings Co., Limited Secretary General of Taiwan Technology IndustryLegal Officers	No	Yes (`註二`)

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Nominee Category	Nominee Name	Registered household in Taiwan	Education Experience	Current Position	Name of Presenting Government / Juridical Person	Serve as independent director for consecutive three sessions
				Association Arbitrator of Chinese Arbitration Association Director of EasyCard Corporation Independent Director of Syncomm TechnologyCorporation
Independent Director	Lee, Wei Ming	Yes	Bachelor of Business Administration from National Taiwan University General Manager/Consultant of Kang Chu International Co.,Ltd. Consultant/Deputy General Manager and Chief Financial Officer of C-techon International Co.,Ltd.	Independent Director of Lemtech Holdings Co., Limited Group Management Consultant of Lightel Technologies, Inc.	No	Yes (Note3)
Independent Director	Frank Cheng	Yes	Oklahoma Central State University MBA Tamkang University BBA Micro-Star International Co. V. P. President of Liuski International,Inc.	None	No	No
Independent Director	Chi-Chua n Wang	Yes	Ph.D., Department of Mechanical Engineering National Yang Ming Chiao Tung University Distinguished Professor, Department of Mechanical Engineering, National Yang MingChiao TungUniversity	Distinguished Professor, Department of Mechanical Engineering, National Yang Ming Chiao Tung University	No	No

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Note 1: Reasons for continuing to nominate independent directors for three consecutive terms: Considering that Mr. Yang has a major in economics, and he has many suggestions for the analysis of the company's overall economic situation and diversified development plans. It is during the company's transformation stage. This time, he will continue to be nominated as a new independent director candidate to facilitate the smooth transition and complete the phased tasks.
Note 2: Reasons for continuing to nominate independent directors for three consecutive terms: In consideration of Mr. Yu ’s legal expertise in technology and e-commerce, he has many suggestions for the company’s listing development plan and regulatory compliance. It is during the company’s transformation stage. Therefore, this time, he will continue to be nominated as the new independent director candidate to facilitate the smooth transition and complete the phased tasks.
Note 3: Reasons for continuing to nominate independent directors for three consecutive terms: Considering that Mr. Li has financial planning expertise and practical operation experience, he has many suggestions on the review of the company’s financial statements, the use of funds and operations. It is during the company’s transformation stage. Therefore, this time, he will continue to be nominated as the new independent director candidate for the interim tasks.

Result `：`

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V. Other Proposals

Item I: (Proposed by the Board of Directors)

Subject: Removing restrictions on competing with the company by directors

Description: 1. Article 209 of the Company Act stipulates that a director who does anything for himself/herself or on behalf of another person that is within the scope of the company's business shall explain to the shareholders the essential contents of such an act and secure their approval at the shareholders' meeting.
Due to business demands, the company intends to request the shareholders' meeting to approve the removal of restrictions on competing with the company by directors.
For the content of the proposed removal of restrictions on competing with the company by directors, please refer to Attachment 8 of this handbook(p69-70).

Resolution:

VI. Extemporary motions

VII. Adjournment

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Attachment 1. 2020 Business Report

Dear shareholders,

2020 is a year full of changes, not only because covid-19 pandemic brings panic and influences global economy, but also human’s life patterns are changed again, whether we avoid ocassions that gather people around or re-think and emphasize environmental issues about co-existence between humans and the Earth. Because of quarantine starting from 2020 which resulted from the epidemic, work from home or long-distance learning adopted by schools, most of the electronic industry in Taiwan benefit from the trend, cuasing new industry, inbalance between supply and demand, or even transportation system to rotate accordingly. In term of overall changes caused by the epidemic in 2020, Lemtech is a lucky one. Although our revenue decreased largely in Q1 due to global economic stagnation, we see turnaround after global industries made some revision in Q2 and increasing growth of sports products in second half. Our determination to diversify our overall arrangement is reinforced and we are awared that we should get prepared for more challenges so that we can strengthen our confidence to grow and transform when facing new crisis.

The reason why we can gradually grow from the bottom in 2020, the rising stay-at-home economy, which led to explosive growth of stay-at-home sports industry, is one of the major factors for our revenue increase. In the 2H in 2020, the automotive industry returned to normal memomentum after regaining confidence. As a whole, the 2H revenue grew compared to that of previous year, and the momentum can last until this year, which lets the company be confidenct of the lasting growth.

Influenced by environment, visible future development of products and customers, the 2021 operation strategies will focus on multi-field industries, diverse operating bases, and putting more efforts/resources into new product development to grasp the opportunites during the epidemic. Some of the strategies last year, such as keeping up with the flexibility arising from sales changes of new customers’ business ecosystem, overall arrangement of transnational investment and increase various and managerial talents, remain the same.

After the settlement done by the accountants, the company's revenue in 2020 is NT$5.47 billion, 8% increase compared with that of NT$5.04 billion in 2019. Because of declining cost compared to 2019 owing to the epidemic, our annual profit in 2020 has grown as high as 73%, up to 192M increase.

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I. 2020 Business Report
(I) Implementation results of the business plan

Unit: Thousand NTD

Year Item	2020	2019	Amount of increase (decrease)	Change by percentage (%)
Net operating revenue Operatingcosts	5,471,250 4,190,903	5,042,657 4,011,648	428,593 179,255	8.50 4.47
Gross profit Operatingexpenses	1,280,347 595,086	1,031,009 637,126	249,338 (42,040)	24.18 (6.60)
Net operating income Non-operating income and expenses	685,261 (42,244)	393,883 (57,025)	291,378 14,781	73.98 (25.92)
Net income before tax Less: Income tax expenses	643,017 188,094	336,858 74,519	306,159 113,575	90.89 152.41
Net income for this period	454,923	262,339	192,584	73.41

Analysis on the change of amount of increase/decrease:

(1) Increase in operating revenue: Mainly caused by the increasing shipment demands from sports products and stay-at-home.
(2) Increase in operating costs: As operating revenue increases, costs also increase.
(3) Increase in gross profit: Mainly caused by selling slow-moving instrument and cellphome material faster so that we have a little increase in margin.
(4) Decrease in operating expenses: Due to strengthening the handle of over-due accounts receivable and reversal of bad debt to produce profit.
(5) Increase in net operating income: mainly due to increase in operating revenue and cost management.
(6) Decrease in non-operating expenses: Due to subsidies in this period is more than those in the previous period.
(7) Increase in net income before tax: Mainly due to the increase in net operating income.
(8) Increase in income tax expenses: Mainly due to the additive Lemtech branch hasn’t had tax preference, causing the increase in income tax expenses.
(9) Increase in net income for this period: Mainly due to the increase in operating revenue and good in cost management.
(II) Analysis of financial revenues and expenditures and profitability: We focuses on enhancing the portfolio of products which generate higher gross profit, integrating client resources, strengthening cooperation with well-known enterprises. Our financial operations have been consistent and stable, and

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revenue and expenditures are in good condition.

			Unit: %	Unit: %
Item	Year	2020	2019	Increase (decrease)
Financial structure	Ratio of liabilities to assets	59.44	68.35	-8.91
	Ratio of long-term capital to fixed assets	233.16	160.43	72.73
Debt service ability	Current ratio	153.23	132.80	20.43
	Quick ratio	128.65	105.17	23.48
Profitability	Asset return ratio	7.70	5.37	2.34
	Shareholders' equity return ratio	19.94	13.65	6.29
	Basic earnings per share (NTD)	9.57	5.47	4.10

II. 2021 Business Plan

(I) Management guidelines

Regarding operation strategies, with the increase of group product lines and operating spots, we plan to build up technological ability in different manufacturer bases, and build up closer relationship with suppliers, in order to make the manufacturer bases in different regions more flexible and correspond to what customers need and order demand for enhancing backup system.

Sports product revenue not only becomes the biggest highlight this year, it will also be one of the major momentum in the coming years, which the company has planned this product line to be the major product. From observation in recent years, we can see 5G and automotive are the trends that Lemtech can take part in. Therefore, the company will put more efforts into development of related products and increase investment in Taiwan, devoting ourselves to build up completely self-make ability. It is also planned to go into industrial computer-related products to upgrade Lemtech overall technological ability and multi-field development.

(II) Major production and marketing policy

Continue to develop new technologies and enhance industrial competitiveness.
Accelerate the company's expansion in new product areas with the

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commissioning of new equipment.

  3. Continuously strive to enhance the cost structure, improve internal management processes, increase production efficiency, reduce production costs, and boost market competitiveness.

III. Future Development Strategies of the Company
(I) The company will position itself as an all-round multi-field stamping component supplier, as the development will be centered on the research and development of mold technology, while the products will be diversified in different fields.
(II) Integrate the supply chain, span to other fields from the stamping production, and try some related upstream and downstream production to provide the clients with more integrated services.
(III) Increase the application of robots in production, and gradually change the current production method of automated production lines to reduce the dependence on labor, improve production efficiency, and ensure product quality.
(IV) Focus on and master the global technology, market progress and development trends, and increase investment in cloud technology applications.
(V) Actively expand client reach and market share.
(VI) Introduce strategic partners and initiate plans of mergers and acquisitions in a timely manner to accelerate the increase of competitiveness and step into new product areas.
(VII) Continue to strengthen corporate governance to pursue the sustainable development of the company.
(VIII) Implement stable financial plans to reduce the risk of fluctuation in external exchange rates.
IV. Impact on the Company due to Competition, Governmental Regulations, and Overall Operation Environment
(I) Impact of external competition
With the increasingly fierce competition among newcomers in the industry, the pressure on the prices of products is increasing day by day. Under the pressure of fierce market competition, in addition to providing the products that have competitive advantages in prices, the company must still maintain the product quality.
In order to respond to the gradually rising wage costs every year, the company must increase operating costs, develop automated equipment, and actively intervene in the clients' product development processes so that we may take these process factors into account during the stage of product design.

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Actively develop the company's own advantages, recognize the company's market positioning, avoid excessive and unnecessary competition, and maintain differences with competitors.
Re-examine and find the best business scale for a single factory, and study new business models and organizational forms to maximize the company's operating efficiency.
(II) Impact of governmental regulations
The company appoints qualified manufacturers to dispose of the waste generated after production. The company upholds its social responsibility and meets the relevant global environmental quality requirements.
Regarding the amendments to the new laws and regulations, the company makes the best preparations and plans for shareholders' equity in advance to minimize the risk of uncertainty.
(III) Impact of overall operation environment
From the point of view of market-related analysis reports, the global economic situation is still not ideal, and therefore, there is still the risk of uncertainty in operation. The company needs to be more careful to control the budget and reduce inventory, improve the better financial structure, and maintain close contact with the clients and suppliers. The company shall also maintain a sensitive market sense so as to reduce the risk of operation.
In view of the uncertainty of the future budget, the company will strengthen the provision of the correct financial information for the decision-making units to make the soundest judgment, such as the balance point of profit and loss and capacity utilization rate, etc.

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Attachment 2. 2020 Audit Report by Audit Committee

Lemtech Holdings Co., Limited Audit Report by Audit Committee

The 2020 Business Report, consolidated financial statements, and proposal of

annual profit distribution are prepared by the company’s Board of Directors. The CPAs of Deloitte Taiwan, Lee, Li-Huang and Chih, Jui-Chuan, have audited the

aforementioned consolidated financial statements and issued the audit report.

The Audit Committee has reviewed the above books and statements submitted by the Board of Directors and has found no deviations. Therefore, pursuant to Article 14-4 of the Securities and Exchanges Act and Article 219 of the Company Act of the Republic of China, the Audit Committee hereby presents the audit report.

RESPECTFULLY SUBMITTED TO

Lemtech Holdings Co., Limited

Convener of the Audit Committee: Yang, Rui-Long

March 31, 2021

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Attachment 3. Comparison Table of the "Code of Ethical Conduct for Directors and Managers" before and after the Amendments

Amended Content Original Content Explanations
Article 2 Article 2 The text is I.Prevention of conflicts of I.Prevention of conflicts of amended in interest: interest: accordance with
1. Conflicts of interest occur when 1. Conflicts of interest occur when Guidelines for the personal interest intervenes or personal interest intervenes or Adoption of Codes is likely to intervene in the is likely to intervene in the of Ethical Conduct overall interest of the overall interest of the for TWSE/GTSM company, as for example when company, as for example when Listed Companies a director, supervisor, or a director, supervisor, or managerial officer of the managerial officer of the company is unable to perform company is unable to perform their duties in an objective and their duties in an objective and efficient manner, or when a efficient manner, or when a person in such a position takes person in such a position takes advantage of their position in advantage of their position in the company to obtain the company to obtain improper benefits for either improper benefits for either themselves or their spouse, or themselves or their spouse, relatives within the second parents, children, or relatives degree of kinship. The within the second degree of company shall pay special kinship. The company shall attention to loans of funds, pay special attention to loans provisions of guarantees, and of funds, provisions of major asset transactions or the guarantees, and major asset purchase (or sale) of goods transactions or the purchase involving the affiliated (or sale) of goods involving the enterprise at which a director, affiliated enterprise at which a supervisor, or managerial director, supervisor, or officer works. managerial officer works.
1. The company shall establish a 2. The company shall establish a policy aimed at preventing policy aimed at preventing conflicts of interest, and shall conflicts of interest, and shall offer appropriate means for offer appropriate means for directors, supervisors, and directors, supervisors, and managerial officers to managerial officers to voluntarily explain whether voluntarily explain whether there is any potential conflict there is any potential conflict between them and the between them and the company. company.
II.Minimizing incentives to II.Minimizing incentives to pursue personal gain: pursue personal gain:
The company shall prevent its The company shall prevent its

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Amended Content

directors, supervisors, or managerial officers from engaging in any of the following activities: (1) Seeking an opportunity to pursue personal gain by using company property or information or taking advantage of their positions. (2) Obtaining personal gain by using company property or information or taking advantage of their positions. (3) Competing with the company. When the company has an opportunity for profit, it is the responsibility of the directors, supervisors, and managerial officers to maximize the reasonable and proper benefits that can by obtained by the company.

III.Confidentiality:

1.The directors and managerial officers of the company shall be bound by the obligation to maintain the confidentiality of any information regarding company internal information and secrets involving company operation due to their attendance of executive meetings or Board of Directors meetings.

2.The directors and managerial officers of the company shall be bound by the obligation to maintain the confidentiality of any information regarding the company itself or its suppliers and customers, except when authorized or required by law to disclose such information.
3.Confidential information includes any undisclosed information that, if exploited

Original Content Explanations

III. Confidentiality:
1.The directors and managerial officers of the company shall be bound by the obligation to maintain the confidentiality of any information regarding company internal information and secrets involving company operation due to their attendance of executive meetings or Board of Directors meetings.
2.The directors and managerial officers of the company shall be bound by the obligation to maintain the confidentiality of any information regarding the company itself or its suppliers and customers, except when authorized or required by law to disclose such information.
3.Confidential information includes any undisclosed information that, if exploited by a competitor or disclosed, could result in dama e to the g

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Amended Content	Original Content	Explanations
by a competitor or disclosed, could result in damage to the company or the suppliers and customers IV.Fair trade: Directors, supervisors, and managerial officers shall treat all suppliers and customers, competitors, and employees fairly, and may not obtain improper benefits through manipulation, nondisclosure, or misuse of the information learned by virtue of their positions, or through misrepresentation of important matters, or through other unfair trading practices. V.Safeguarding and proper use of company assets: All directors and managerial officers have the responsibility to safeguard company assets and to ensure that they can be effectively and lawfully used for official business purposes; any theft, negligence in care, or waste of the assets will all directly impact the company's profitability. VI.Legal compliance: Except for complying with company internal regulations, the directors and managerial officers shall strengthen the compliance with the Securities and Exchange Act and other applicable laws, regulations, and bylaws. VII. Encouraging reporting on illegal or unethical activities: (I) The company shall strengthen the promotion of ethical concepts internally. If employees suspect ingood	company or the suppliers and customers IV.Fair trade: Directors, supervisors, and managerial officers shall treat all suppliers and customers, competitors, and employees fairly, and may not obtain improper benefits through manipulation, nondisclosure, or misuse of the information learned by virtue of their positions, or through misrepresentation of important matters, or through other unfair trading practices. V.Safeguarding and proper use of company assets: All directors and managerial officers have the responsibility to safeguard company assets and to ensure that they can be effectively and lawfully used for official business purposes; any theft, negligence in care, or waste of the assets will all directly impact the company's profitability. VI.Legal compliance: Except for complying with company internal regulations, the directors and managerial officers shall strengthen the compliance with the Securities and Exchange Act and other applicable laws, regulations, and bylaws. VII. Encouraging reporting on illegal or unethical activities: (I) The company shall strengthen the promotion of ethical concepts internally. If employees suspectin good faith or identify violations of thecompany rules, this code,

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Amended Content		Original Content	Explanations
faith or identify violations of the company rules, this code, and government laws, regulations, andmorales, theyare allowed to report and can list the discovered factsanonymously and send them to the human resources department through the channels for employees to make complaints. The reported content will be handled by the head of the human resources department. (II) The employees of the may also report to a managerial officer, internal auditing manager, or other appropriate individuals. (III) For all whistle-blowing actions from the employees, the company shall use its best efforts to ensure confidentiality of the incident reported, guard the safety of informants, and protect whistle-blowers from reprisals. VIII. Disciplinary measures: (I) When a director or managerial officer violates the code of ethical conduct, the incident shall be reported to and handle by the Board of Directors to decide on the subsequent disciplinary measures, and shall without delay disclose on MOPS the date of the violation by the violator of the code of ethical conduct, reasons for the violation, the provisions of the code violated, and the disciplinary actions taken, etc. (II)If the company's interests are	and government laws and regulations,they can list the discovered factsanonymously and send them to the human resources department through the channels for employees to make complaints. The reported content will be handled by the head of the human resources department. (II) The employees of the may also report to a managerial officer, internal auditing manager, or other appropriate individuals. (III) For all whistle-blowing actions from the employees, the company shall use its best efforts to ensure confidentiality of the incident reported, guard the safety of informants, and protectthem from reprisals. VIII. Disciplinary measures: (I) When a director or managerial officer violates the code of ethical conduct, the incident shall be reported to and handle by the Board of Directors to decide on the subsequent disciplinary measures, and shall without delay disclose on MOPS the date of the violation by the violator of the code of ethical conduct, reasons for the violation, the provisions of the code violated, and the disciplinary actions taken, etc. (II) If the company's interests are affected by unintentional or accidental actions, supporting documents must be provided to explain to the Board of Directors. If the actions are proved to be unintentional or

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Amended Content	Original Content	Explanations
affected by unintentional or accidental actions, supporting documents must be provided to explain to the Board of Directors. If the actions are proved to be unintentional or accidental, the company will clarify the explanation at the MOPS website depending on its materiality.	accidental, the company will clarify the explanation at the MOPS website depending on its materiality.
Article 3 Procedures for exemption This regulation adopted by the company must require that any exemption for directors or managerial officers from compliance with the code be adopted by a resolution of the Board of Directors, and that information on the date on which the Board of Directors adopted the resolution for exemption, objections or reservations of independent directors, and the period of, reasons for, and principles behind the application of the exemption be disclosed without delay on the MOPS, in order that the shareholders may evaluate the appropriateness of the board resolution to forestall any arbitrary or dubious exemption from the code, and to safeguard the interests of the company by ensuring appropriate mechanisms for controlling any circumstance under which such an exemption occurs.	Article 3 Procedures for exemption The code of ethical conduct adopted by the company must require that any exemption for directors or managerial officers from compliance with the code be adopted by a resolution of the Board of Directors, and that information on the date on which the Board of Directors adopted the resolution for exemption, objections or reservations of independent directors, and the period of, reasons for, and principles behind the application of the exemption be disclosed without delay on the MOPS, in order that the shareholders may evaluate the appropriateness of the board resolution to forestall any arbitrary or dubious exemption from the code, and to safeguard the interests of the company by ensuring appropriate mechanisms for controlling any circumstance under which such an exemption occurs.	The text is amended in accordance with Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/GTSM Listed Companies

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Attachment 4. 2020 Auditors’ Report and Financial Statements

Independent Auditors' Report

Lemtech Holdings Co., Limited public notice:

Audit opinion

Lemtech Holdings Co., Limited (Lemtech Holding Group) and its subsidiaries' Consolidated Balance Sheets as of December 31, 2020 and 2019, in addition to the Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Equity, Consolidated Statements of Cash Flows, and Notes for Consolidated Financial Statement (including a summary of significant accounting policies) from January 1 to December 31, 2020 and 2019, have been audited by the CPAs.

In our opinion, the consolidated financial statements mentioned above have been prepared in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers," as well as the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), law and regulation reviews and their announcements recognized and announced by the Financial Supervisory Commission in all material aspects, and are considered to have reasonably expressed the consolidated financial conditions of Lemtech Holding Group and its subsidiaries as of December 31, 2020 and 2019, as well as the consolidated financial performance and consolidated cash flows from January 1 to December 31, 2020 and 2019.

Basis for Auditor's Opinions

We conducted review work in accordance with the "Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants" and generally accepted auditing standards in 2020. Besides, in accordance with the "Rules Governing Auditing and Certification of Financial Statements by Certified Public Accountants," and No. 1090360805 Letter issued by the Financial Supervision and Administration Commission on February 25, 2020, and generally accepted auditing standards, we implemented the review work in 2019. Our responsibilities required under said standards will be detailed in the paragraph about the external auditor's responsibility on auditing consolidated financial statements. We are independent of the company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other obligations under the Norm. We are convinced that we have acquired enough and appropriate audit evidence to serve as the basis of audit opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of Lemtech Holding Group for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming out opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the consolidated financial statements of Lemtech Holding Group and its subsidiaries for the year ended December 31, 2020 are stated as follows:

Key Audit Matters: Revenue recognition authenticity of partial specific customer

The revenue of Lemtech Holding Group is mainly derived from computer, communication, consumer electronics, and automotive parts. Since the materiality and the Statements on Auditing Standards has defaulted revenue recognition as a significant risk. Therefore, the assessment of the authenticity of sales transactions with major customers meeting certain conditions was listed as a key audit matter. For details of the revenue recognition policy, please refer to Note 4 and 25 of the consolidated financial report.

In addition to testing related internal control, our major audit procedures executed on the key audit matter are as follows.

Sampling check the details of sales revenue transactions of specific customer groups and the corresponding sales orders, bills of offset and receipts to confirm that sales transactions have actually occurred.
Confirm the authenticity of the foregoing transactions after the implementation of the balance sheet date that whether there is a major sales return and discount test and whether the return discount is reasonable.

Responsibility of the management and the governing body for the consolidated financial statements

It is the management's responsibility to fairly present the consolidated financial statements in conformity with "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and IFRS, IAS, IFRIC, and SIC endorsed by the FSC, and to sustain internal controls respecting preparation of the consolidated financial statements so as to avoid material misstatements due to fraud or errors therein.

In preparing the consolidated financial statements, the responsibility of management includes assessing the company's ability to continue as a going concern, disclosing going concern related matters, as well as adopting going concern basis of accounting unless the management intends to liquidate the company or terminate the business, or has no realistic alternative but to do so.

The governing bodies of the company (including the audit committee) have the responsibility to oversee the procedures for financial reporting.

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatement may arise from frauds or errors. If it could be reasonably anticipated that the misstated individual amounts or aggregated sums could have influence on the economic decisions made by the users of the consolidated financial statements, they will be deemed as material.

We have utilized our professional judgment and maintained professional skepticism when exercising auditing work according to the auditing standards generally accepted in the Republic of China. We also execute the following tasks:

Identify and assess the risks of material misstatement within the consolidated financial statements, whether due to fraud or error; design and execute counter-measures in response to those risks; and obtain sufficient and appropriate audit evidence to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Understand internal controls relevant to the audit in order to design appropriate audit procedures under the circumstances. However, the purpose is not to express an opinion on the effectiveness of the company's internal control.
Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by management.
Based on the audit evidence obtained, to conclude on the appropriateness of management's use of the going concern basis of accounting and whether a material uncertainty exists for events or conditions that may cast significant doubts on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or circumstances may cause the company to no longer continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated

financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

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

We also provide governing bodies with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and to communicate with them on all relationships and other matters that may possibly be deemed to impair our independence (including relevant preventive measures).

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Deloitte & Touche Taipei, Taiwan (Republic of China) March 31, 2021

Notes to Readers

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

The independent auditors' report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' report and consolidated financial statements, the Chinese version shall prevai

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Lemtech Holdings Co., Limited and its subsidiaries Consolidated Balance Sheet

December 31, 2020 and 2019

Units: NT$1,000

December 31,2020	December 31,2020	December 31,2020	December 31,2019	December 31,2019	December 31,2019
Amount $ 1,639,999 8,788 4,141 3,537 2,203,951 5,921 16,178 13 626,344 115,293 122 4,624,287 1,224 30,758 1,260,496 257,686 82,175 40,098 13,819 8,099 64,161 8,916 1,767,432 $ 6,391,719 $ 772,658 70,142 174,106 1,566,068 280,432 52,906 54,985 46,597 3,017,894 - 346,352 - 290,743 134,661 9,467 781,223 3,799,117 505,535 1,114,494 100,707 903,900 1,004,607 ( 48,667) 2,575,969 16,633 2,592,602 $ 6,391,719			Amount $ 942,332 - 79,436 4,684 2,076,706 5,540 17,122 13 736,718 85,068 2,047 3,949,666 - 32,923 1,808,305 233,101 82,387 42,204 15,372 13,789 41,228 7,032 2,276,341 $ 6,226,007 $ 965,312 79,408 183,304 1,466,225 190,962 26,001 47,803 15,145 2,974,160 3,392 580,601 350,000 220,133 120,340 6,888 1,281,354 4,255,514 474,720 802,102 13,500 731,348 744,848 ( 68,349) 1,953,321 17,172 1,970,493 $ 6,226,007			%
						15 - 1 - 33 - - - 12 2 -
						63
						- 1 29 4 1 1 - - 1 -
						37
						100 16 1 3 24 3 - 1 -

						48
						- 9 6 3 2 -
						20
						68
						8
						13
						- 12
						12
	(	(		(	(	1) 32 -

						32
						100

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

Chairman: Hsu, Chi-Feng Manager: Hsu, Chi-Feng Accounting Supervisor: Lu, Chin-Yu

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

Lemtech Holdings Co., Limited and its subsidiaries Consolidated Statement of Comprehensive Income Jan. 1 to Dec. 31, 2020 and Jan. 1 to Dec. 31, 2019

(Units: NT$1,000, Except Earnings Per Share)

	2020				2019	2019
	Amount $ 5,508,588 ( 37,338) 5,471,250 4,190,903) 1,280,347 ( 149,493) ( 326,675) ( 130,398) 11,480 ( 595,086) 685,261 5,196 18,745 ( 27,104) ( 38,744) ( 337) ( 42,244)				Amount $ 5,079,318 ( 36,661) 5,042,657 4,011,648) 1,031,009 ( 168,703) ( 336,982) ( 125,768) ( 5,673) ( 637,126) 393,883 7,902 7,130 ( 13,459) ( 58,919) 321 ( 57,025)				%
(	$ (	(	(	(	$ (		( (	(	101 1) 100 79) 21 3) 7) 3) - 13) 8 - - - 1) - 1)
			( ( ( (		( ( ( ( ( ( (			( ( (
								( (
			( (			( ( (

(Continued from previous page)

	2020	2020		2019
	Amount $ 643,017 188,094) 454,923 20,065 20,065 $ 474,988 $ 455,845 ( 922) $ 454,923 $ 475,527 ( 539) $ 474,988 $ 9.57 $ 9.33			Amount $ 336,858 ( 74,519) 262,339 ( 69,514) ( 69,514) $ 192,825 $ 259,447 2,892 $ 262,339 $ 189,723 3,102 $ 192,825 $ 5.47 $ 5.35		%
(			(	(	( ( (	7 2) 5 1) 1) 4 5 - 5 4 - 4

				( (

		$
		$ $
		$ $

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

Chairman: Hsu, Chi-Feng Manager: Hsu, Chi-Feng Accounting Supervisor: Lu, Chin-Yu

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Lemtech Holdings Co., Limited and its subsidiaries Consolidated Statement of Changes in Equity Jan. 1 to Dec. 31, 2020 and Jan. 1 to Dec. 31, 2019

Units: NT$1,000

Equity attributable to owners

Code A1 Balance as of January 1, 2019 Appropriation of earnings B5 Cash dividend attributable to shareholders B9 Stock dividend attributable to shareholders Other changes in capital surplus M5 Actual disposal/acquisition of partial equity of the subsidiary I1 Corporate bonds converted into common shares O1 Changes in non-controlling interests D1 2019 Net Profit D3 2019 Other Comprehensive Income (Loss) after tax D5 Total comprehensive income (loss) in 2019 Z1 Balance as of December 31, 2019 Appropriation of earnings B3 Special reserve B5 Cash dividend attributable to shareholders Other changes in capital surplus M7 Changes in ownership interests in subsidiaries C5 Issuance of convertible corporate bonds with recognized equity component I1 Corporate bonds converted into common shares L1 Treasury shares buyback L3 Retirement of treasury shares D1 2020 Net profit D3 2020 other comprehensive profit and loss after tax D5 2020 total comprehensive profit and loss Z1 Balance as of December 31, 2020	Share capital Number of Shares (in Thousands) Amount 39,541 $ 395,411 - - 7,908 79,082 - - 23 227 - - - - - - - - 47,472 474,720 - - - - - - - - 3,586 35,865 - - ( 505) ( 5,050) - - - - - - 50,553 $ 505,535	Share capital Number of Shares (in Thousands) Amount 39,541 $ 395,411 - - 7,908 79,082 - - 23 227 - - - - - - - - 47,472 474,720 - - - - - - - - 3,586 35,865 - - ( 505) ( 5,050) - - - - - - 50,553 $ 505,535	Capital surplus $ 784,347 - - 13,154 4,601 - - - - 802,102 - - 584 26,181 289,191 - ( 3,564) - - - $ 1,114,494	Retained	earnings Unappropriate d retained earnings $ 662,990 ( 98,853) ( 79,082) ( 13,154) - - 259,447 - 259,447 731,348 ( 87,207) ( 165,647) ( 584) - - - ( 29,855) 455,845 - 455,845 $ 903,900	Exchange differences on translation of financial statements of foreign operations $ 1,375 - - - - - - ( 69,724) ( 69,724) ( 68,349) - - - - - - - - 19,682 19,682 ($ 48,667)	Treasury
	Number of Shares (in Thousands) 39,541 - 7,908 - 23 - - - - 47,472 - - - - 3,586 - ( 505) - - - 50,553			Special reserve $ 13,500 - - - - - - - - 13,500 87,207 - - - - - - - - - $ 100,707
			(

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

Chairman: Hsu, Chi-Feng Manager: Hsu, Chi-Feng Accounting Supervisor: Lu, Chin-Yu

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Lemtech Holdings Co., Limited and its subsidiaries Consolidated Statement of Cash Flows

Jan. 1 to Dec. 31, 2020 and Jan. 1 to Dec. 31, 2019

Code Cash flows from operating activities A10000 Net income before tax of the current year A20010 Income Charges (Credits): A20100 Depreciation expenses A20200 Amortization A20300 Expected credit (returning profits) impairment loss A20400 Net (profit) loss of financial assets and liabilities measured at fair value through profit and loss A20900 Finance costs A21200 Interest income A22300 Share of profit (loss) of associates and joint ventures accounted for using the equity method A22500 Gains on disposal of real estate, plant, and equipment A23200 Gains from disposal of investments accounted for using equity method A23700 Allowance for inventories A23800 Reversal of write-downs of inventories A24100 Net foreign currency exchange profits A24200 Loss from redemption and reversal of corporate bonds payables A30000 Net changes in operating assets and liabilities A31130 Notes receivable A31150 Accounts receivable A31180 Other receivables A31200 Inventories A31230 Prepayments A31240 Other current assets A32125 Contract liabilities A32130 Notes payable A32150 Accounts payable A32180 Other payables A32230 Other current liabilities A33000 Cash from operating activities A33300 Interest paid A33500 Income tax paid AAAA Net cash flows from operating activities	2020 $ 643,017 250,630 10,960 ( 11,480) ( 2,263) 38,744 ( 5,196) 337 ( 26,363) - - ( 38,291) ( 21,424) 5,961 1,147 ( 115,754) 944 148,469 ( 30,225) ( 9,266) ( 9,198) 99,843 50,655 31,452 1,014,624 ( 29,253) ( 76,415) 908,956	Units: NT$1,000 2019 $ 336,858 246,395 10,802 5,673 2,489 58,919 ( 7,902) ( 321) ( 592) ( 2,163) 46,758 - ( 20,094) - 695 162,992 1,600 132,636 ( 30,935) 12,898 ( 117,483) 300,761 ( 47,798) 7,709 1,102,980 ( 43,376) ( 40,039) 1,019,565

(Continued)

(Continued from previous page)

(Continued from previous page)
Code Cash flows from investing activities B00040 Acquisition of financial assets at amortized cost B00050 Disposal of financial assets at amortized cost B00100 Acquisition of financial assets at fair value through profit or loss B00200 Proceeds from sale of financial assets at fair value through profit or loss B01800 Acquisition of affiliates B02200 Acquisition of net cash outflow from subsidiaries B02700 Purchase of real estate, plant, and equipment B02800 Disposal of real estate, plant, and equipment B03700 Refundable deposits paid B04500 Purchase of intangible asset B04600 Proceeds from disposal of intangible assets B06100 Decreases in finance lease receivables B07500 Interest received BBBB Net cash generated from/(used in) investing activities Cash flows from financing activities C00200 Decrease in short-term borrowings C01200 Proceeds from issuance of convertible bonds C01300 Repayments of bonds C01600 Increase in long-term borrowings C01700 Repayment of long-term loan C03000 Guarantee deposits received C04020 Cash payments for the principal portion of the lease liability C04500 Dividend paid to shareholders C04900 Payments for buy-back of ordinary shares CCCC Net cash (outflow) inflow from fundraising activities DDDD Effect of exchange rate changes on cash and cash equivalents EEEE Net increase in cash and cash equivalents E00100 Cash and cash equivalents at beginning of year E00200 Cash and cash equivalents at end of year	2020	$ - 75,295 ( 52,524) 44,357 - - 165,309) 526,498 ( 1,884) ( 8,667) - 6,147 4,358 428,271 192,654) 694,436 595,016) - 350,000) 2,579 ( 57,516) 118,680) ( 38,469) 655,320) 15,760 697,667 942,332 $ 1,639,999	2019
	( ( ( ( ( (		($ 75,594) - - - ( 10,000) ( 120,534) ( 597,659) 34,929 ( 3,395) ( 5,358) 1,626 5,130 7,165 ( 763,690) ( 44,154) - - 350,000 - 180 ( 50,458) ( 98,853) - 156,715 ( 20,550) 392,040 550,292 $ 942,332
		( (
		$

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

Chairman: Hsu, Chi-Feng Manager: Hsu, Chi-Feng Accounting Supervisor: Lu, Chin-Y

Attachment 5. 2020 Annual Profit Distribution Table

Lemtech Holdings Co., Limited

Annual Profit Distribution Table

2020

Unit: NTD

	Unit: NTD
Item	Amount
Opening undistributed earnings (2020.01.01)	557,819,350
Less: Adjusted retained earnings for investments accounted for using the equitymethod	(584,385)
Treasury Stock Retired	(29,855,268)
Add: Net profit after tax(2020)	455,845,540
Reversal of Special reserve	19,682,097
Earnings to be distributed	1,002,907,334
3Q20 Cash Dividends to Common Share Holders(@0.92915417)	(46,967,069)
4Q20 Cash Dividends to Common Share Holders(@3.0)	(162,875,916)
4Q20 Stock Dividends to Common Share Holders(@1.5)	(81,437,950)
Closing undistributed earnings	711,626,399

Attachment 6. Comparison Table of the "Memorandum and Articles of Association" before and after the Amendments

Amended Content Original Content 原 Explanations Article 3 Article 3 1 、 In accordance (Convening shareholders (Convening shareholders with the revised meetings and shareholders meetings and shareholders text of Article 6 meeting notices) meeting notices) Paragraph 1 of Unless otherwise provided by Unless otherwise provided by Corporate law or regulation, this law or regulation, this Governance Best Corporation's shareholders Corporation's shareholders Practice meetings shall be convened by the meetings shall be convened by the Principles for board of directors. board of directors. TWSE/TPEx This Corporation shall This Corporation shall Listed prepare electronic versions of the prepare electronic versions of the Companies shareholders meeting notice and shareholders meeting notice and 2 、 In accordance proxy forms, and the origins of proxy forms, and the origins of with the revised and explanatory materials relating and explanatory materials relating text of Article to all proposals, including to all proposals, including 56-1 and Article proposals for ratification, matters proposals for ratification, matters 60-2 of for deliberation, or the election or for deliberation, or the election or Regulations dismissal of directors or dismissal of directors or Governing the supervisors, and upload them to supervisors, and upload them to Offering and the Market Observation Post the Market Observation Post Issuance of System (MOPS) before 30 days System (MOPS) before 30 days Securities by before the date of a regular before the date of a regular Foreign Issuers. shareholders meeting or before 15 shareholders meeting or before 15 3 、 In accordance days before the date of a special days before the date of a special with Article 172 shareholders meeting. This shareholders meeting. This Item 5 of the Corporation shall prepare Corporation shall prepare Company Law electronic versions of the electronic versions of the and the revised shareholders meeting agenda and shareholders meeting agenda and provisions of No. supplemental meeting materials supplemental meeting materials 10700105410. and upload them to the MOPS and upload them to the MOPS before 21 days before the date of before 21 days before the date of the regular shareholders meeting the regular shareholders meeting or before 15 days before the date or before 15 days before the date of the special shareholders of the special shareholders meeting. In addition, before 15 meeting. In addition, before 15 days before the date of the days before the date of the shareholders meeting, this shareholders meeting, this Corporation shall also have Corporation shall also have prepared the shareholders prepared the shareholders meeting agenda and meeting agenda and supplemental meeting materials supplemental meeting materials and made them available for and made them available for review b shareholders at an review b shareholders at an y y y y

Amended Content

time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place. The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motione. Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convenin the shareholders g

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Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the corporation, and such website shall be indicated in the above notice. Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convenin the shareholders g

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	meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting. A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda. Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals maynot be less than 10		meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting. A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at a regular shareholders meeting. The number of items so proposed, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda, provided a shareholderproposal for urging the corporation topromote public interests or fulfill its social responsibilities maystill be included in the agenda by the board of directors.. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words, and no proposal containingmore than 300 words

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days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.	will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 4 For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation 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 this Corporation before 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 thepreviousproxy	Article 4 For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation 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 this Corporation before 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 thepreviousproxy	In accordance with Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings

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	appointment. After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person orto exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shallprevail.		appointment. After a proxy form has been delivered to this Corporation, 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 this Corporationbefore two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shallprevail.
	Article 6 (Preparation of documents such as the attendance book) This Corporation shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. Shareholders and their proxies (collectively, "shareholders")shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those		(Preparation of documents such as the attendance book) This Corporation shall furnish the attendingshareholders or their proxies (collectively, "shareholders"),with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. This Corporation 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 or supervisors,pre-printed ballots shall also be furnished. A shareholder shall attend a shareholders meeting on the basis of the attendance card, sign-in card, or other supporting document. Solicitors soliciting proxy forms shall also bring identification documents for verification. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When ajuristicperson is	1`、`In order to avoid the confusion of the shareholders’ registration procedures, which may affect the rights of shareholders to participate in the shareholders’ meeting, a new text has been added. 2. In order to avoid insufficient registration time for the shareholders meeting and the unclear location of the registration, which will cause the shareholders will not be able to attend the meeting on time, while also encouraging shareholders to participate in the shareholders meetingand

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	showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification. This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. This Corporation 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 or supervisors, pre-printed ballots shall also be furnished. 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.	appointed to attend as proxy, it may designate only one person to represent it in the meeting.	practice shareholder activism. In order to strengthen the operation of the shareholders meeting and protect the rights of shareholders, the new text is added. 3`、`In accordance with words of Article Six Item one of Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies
	Article 7 (The chair and non-voting participants of a shareholders meeting) If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson,	Article 7 (The chair and non-voting participants of a shareholders meeting) If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson,	1`、`The chairman of the shareholders meeting is the person hosting the shareholders meeting. He must make necessary explanations on the proposals and other important matters of the company at the shareholders meeting, and respond to shareholders’ inquiries. If he has

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	the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair. When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair. It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes. 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. This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-votingcapacity.		the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation,the managing directors or the directors shall select from among themselves one person to serve as chair.It is advisable that shareholders meetings convened by the board of directors be attended by a majority of the directors. 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. This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.	limited knowledge of the company’s status, it seems difficult to expect him to give clear and specific response to shareholders’ questions, so the new text is added. 2`、`The chairman of the board of directors shall properly arrange for the audit committee, remuneration committee and nomination committee to participate in the shareholders meeting to respond to shareholders’ inquiries. The text is revised in accordance with Article 6 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

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	(Documentation of a shareholders meeting by audio or video) This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least 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 (Documentation of a shareholders meeting by audio or video) This Corporation shall record the proceedings of a shareholders meeting in their entirety in audio or video and retain the recording for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.	1`、`In order to avoid the occurrence of related disputes in the shareholders meeting, and to reproduce the full picture of the shareholders meeting, the text was revised to help clarify the facts. 2. The time and method of recording and video recording shall be carried out in a continuous and uninterrupted manner during the entire process of shareholder registration, during meeting, voting, and vote counting, so add the new text.
	Article 13 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act. When this Corporation holds a shareholder meeting,it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meetingnotice. A		Article 13 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act. When this Corporation holds a shareholders meeting, it may allow the shareholders to exercise voting rights by correspondenceor electronic means (in accordance with the proviso of Article 177-1 of the Company Act regarding companies that shall adopt electronic voting: When this Corporation holds a shareholder	1`、`The text is revised in accordance with Article 7 Item 3 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. 2`、`In order to make the counting, scrutiny, and announcement of the voting content of the shareholders meeting open and fair, and to enable shareholders to fullyand

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shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights alread exercised b y y

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shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights alreadyexercised by	meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence). When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals. A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under thepreceding	immediately grasp the voting results and statistical weights of the proposals, the text is revised.

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correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. 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.

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. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitorin ersonnel shall be g p

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paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail. Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. 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. The proposal shall be deemed 's approved by the chairman consultation with all shareholders present, and its effect shall be the same as that of voting; if there is any objection, the voting shall be adopted in accordance with the provisions of the preceding paragraph. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative ro osal to ether with p p g

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	shareholders of this Corporation. Vote counting for shareholders meeting proposals or electionsshall beconductedin 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-siteat the meeting, and a record made of the vote.		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. 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 this Corporation. 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, shallbe announced on-site at the meeting, and a record made of the vote.
	Article 14(Election of directors and supervisors) The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, 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. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however,a shareholder files a		Article 14(Election of directors and supervisors) The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.	In order to enable shareholders to fully and immediately grasp the voting results of the elected directors, and to understand the list of elected directors and the number of elected rights, the text was revised.

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lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15 Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the termination of the meeting. The production and distribution of the meeting minutes may be effected by electronic means. The distribution of the meeting minutes as described in the preceding paragraph can be done through a public announcement on the Market Observation Post Systemby the company. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chairperson's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including voting rights calculated). When there are elections of directors and supervisors, the voting rights won by all candidates must be disclosed. The meeting minutes shall be retained for the duration of the existence of the company.		Article 15 Matters relating to the resolutions of a shareholders' meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the termination of the meeting. The production and distribution of the meeting minutes may be effected by electronic means. The distribution of the meeting minutes as described in the preceding paragraph can be done through a public announcement on the Market Observation Post System by the company. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chairperson's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including voting rights calculated). When there are elections of directors and supervisors,the voting rights won by all candidates must be disclosed. The meeting minutes shall be retained for the duration of the existence of the company. The resolution in the preceding paragraph is based on the chairman's consultation with shareholders. If the shareholders have no objection to the proposal, it should record"The proposal is passed without objection after the chairman's consultation with all	In accordance with Revised text of Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings

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		shareholders present."However, when shareholders have objections to the proposal, to method of voting and the weight and proportion should be stated..

Attachment 7. Comparison Table of the "Procedure for Election of Directors" before and after the Amendments

Amended Content		Original Content	Explanations
Article 5 Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. When the number of directors falls below five due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation’s articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies. When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.		Article 5 Elections of both directors (including independent directors) at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. This Corporation shallreview the qualifications, education, working experience, background, and the existence of any other matters set forth in Article 30 of the Company Act with respect to nominee directors and supervisors and may not arbitrarily add requirements for documentation of other qualifications.It shall further provide the results of the review to shareholders for their reference, so that qualified directors and supervisors will be elected When the number of directors falls below five due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation’s articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies. When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, or	1`、`In accordance with Article 192-1 of the Company Act. 2`、`In accordance with FSC No. 1070345233 letter in 2018 December 19th that requires listed companies to set up independent directors.

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		the related provisions of the Taiwan Stock Exchange Corporation rules governing the review of listings, or subparagraph 8 of the Standards for Determining Unsuitability for GTSM Listing under Article 10, Paragraph 1 of the GreTai Securities Market Rules Governing the Review of Securities for Trading on the GTSM,a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.
(Delete)		Article 10 If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the"candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.	The text is amended in accordance with Sample Template for XXX Co., Ltd. Procedures for Election of Directors

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Original Content Explanations The text is amended in accordance with Sample Template for XXX Co., Ltd. Procedures for . Election of Directors

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	Article10 A ballot is invalid under any of the following circumstances: 1.The ballot was not prepared by a personwith the right to convene. 2.A blank ballot is placed in the ballot box. 3.The writing is unclear and indecipherable or has been altered. 4.The candidate whose name is entered in the ballot does not conform to thedirector candidate list. 5.Other words or marks are entered in addition to the number of voting rights allotted.		Article11 A ballot is invalid under any of the following circumstances: 1. The ballot was not prepared bythe board of directors. 2. A blank ballot is placed in the ballot box. 3.The writing is unclear and indecipherable or has been altered. 4.The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match. 5.Other words or marks are entered in addition to the candidate's account name or shareholder account number (or identity card number)and the number of voting rights allotted. 6.The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number	The text is amended in accordance with Sample Template for XXX Co., Ltd. Procedures for Election of Directors

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	is provided in the ballot to identify such individual.
Article11	Article12	Change article number
Article12	Article13	Change article number
Article13	Article14	Change article number

Attachment 8 . Comparison Table for Amended and Restated Memorandum and Articles of Association

Article Number		Amended Articles	Current Articles	Explanations
Memoran- dum of association Article 8		The share capital of the Company is NT$1,000,000,000 divided into 100,000,000~~ordinary~~shares of a nominal or par value of NT$10 eac~~h.~~provided always that subject to the provisions of the Companies Law (as amended) and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.	The share capital of the Company is NT$1,000,000,000 divided into 100,000,000 ordinary shares of a nominal or par value of NT$10 each.	Add this article allows the company to issue preferred shares.
Article 2		(1) In these Articles the following terms shall have the meanings set opposite unless the context otherwise requires: Applicable Listing Rules 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 Securities and	(1) In these Articles the following terms shall have the meanings set opposite unless the context otherwise requires: Applicable Listing Rules 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	Add the definitions of preferred shareholders and preferred dividends.

	Exchange Act of the R.O.C., Company Act of the R.O.C., the Acts Governing Relations Between Peoples of the Taiwan Area and the Mainland Area of the R.O.C., or any similar statute and the rules and regulations of the R.O.C. authorities thereunder, and the rules and regulations promulgated by the Financial Supervisory Commission, the Taipei Exchange or the Taiwan Stock Exchange; Articles these Articles of Association of the Company, as amended or substituted from time to time by Special Resolution; Audit Committee has the meaning set forth in Article 69; Remuneration Committee has the meaning set forth in Article 65-1; Board the board of Directors of the Company comprising all the Directors; Business Day means a day (other than a Saturday or Sunday) on which banks are generally open in Taiwan for normal business; Capital Reserve means (1) the Share Premium Account, (2) income from endowments received by the Company and (3) other items required to be treated as Capital Reserve pursuant to the Applicable Listing Rules; Chairman has the meaning given thereto in Article 63; Class or Classes anyclass or classes of Shares as	provisions of Securities and Exchange Act of the R.O.C., Company Act of the R.O.C., the Acts Governing Relations Between Peoples of the Taiwan Area and the Mainland Area of the R.O.C., or any similar statute and the rules and regulations of the R.O.C. authorities thereunder, and the rules and regulations promulgated by the Financial Supervisory Commission, the Taipei Exchange or the Taiwan Stock Exchange; Articles these Articles of Association of the Company, as amended or substituted from time to time by Special Resolution; Audit Committee has the meaning set forth in Article 69; Remuneration Committee has the meaning set forth in Article 65-1; Board the board of Directors of the Company comprising all the Directors; Business Day means a day (other than a Saturday or Sunday) on which banks are generally open in Taiwan for normal business; Capital Reserve means (1) the Share Premium Account, (2) income from endowments received by the Company and (3) other items required to be treated as Capital Reserve pursuant to the Applicable Listing Rules; Chairman has the meaning given thereto in Article 63; Class or Classes

	may from time to time be issued by the Company; Commission Financial Supervisory Commission of the R.O.C. or any other authority for the time being administering the Securities and Exchange Act of the R.O.C.; Company Lemtech Holdings Co., Limited; Consolidation the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies in the consolidated company within the meaning of the Law and the Applicable Listing Rules; Director a director of the Company for the time being who collectively form the Board, and “Directors” means 2 or more of them; Electronic has 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; EmergingMarket	any class or classes of Shares as may from time to time be issued by the Company; Commission Financial Supervisory Commission of the R.O.C. or any other authority for the time being administering the Securities and Exchange Act of the R.O.C.; Company Lemtech Holdings Co., Limited; Consolidation the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies in the consolidated company within the meaning of the Law and the Applicable Listing Rules; Director a director of the Company for the time being who collectively form the Board, and “Directors” means 2 or more of them; Electronic has 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 bynot

	the emerging market board of the Taipei Exchange in the R.O.C.; Financial Statements has the meaning set out in Article 98; Taipei Exchange or TPEx the Taipei Exchange in the R.O.C.; Independent Director those Directors appointed as "Independent Directors" pursuant to the requirements of the Applicable Listing Rules; Juristic Person a firm, corporation, union, association, government agency or other organization which is recognised by the Law and the Applicable Listing Rules as a legal entity; Law the Companies Law (as amended) of the Cayman Islands and any amendment or other statutory modification thereof and every other act, order, regulation or other instrument having statutory effect (as amended from time to time) for the time being in force in the Cayman Islands applying to or affecting the Company, the Memorandum of Association and/or these Articles, and where in these Articles any provision of the Law is referred to, the reference is to that provision as modified by any law for the time being in force; Member or Shareholder a Person who is duly registered as the holder of any Share or Shares in the Register and includes each subscriber to the Memorandum of Association	less than two-thirds (2/3) of the vote of the Board; Emerging Market the emerging market board of the Taipei Exchange in the R.O.C.; Financial Statements has the meaning set out in Article 98; Taipei Exchange or TPEx the Taipei Exchange in the R.O.C.; Independent Director those Directors appointed as "Independent Directors" pursuant to the requirements of the Applicable Listing Rules; Juristic Person a firm, corporation, union, association, government agency or other organization which is recognised by the Law and the Applicable Listing Rules as a legal entity; Law the Companies Law (as amended) of the Cayman Islands and any amendment or other statutory modification thereof and every other act, order, regulation or other instrument having statutory effect (as amended from time to time) for the time being in force in the Cayman Islands applying to or affecting the Company, the Memorandum of Association and/or these Articles, and where in these Articles any provision of the Law is referred to, the reference is to that provision as modified by any law for the time being in force; Member or Shareholder a Person who is duly registered as the holder of any

		pending entry in the Register of such subscriber and “Members” or“Shareholders” means 2 or more of them; Memorandum of Association the memorandum of association of the Company, as amended or substituted from time to time; Merger the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such company as the surviving company within the meaning of the Law; Month a calendar month; NT$ New Taiwan Dollars; Ordinary Resolution a resolution passed by a simple majority of the Members present at a general meeting who represent more than one-half of the total outstanding Shares of the Company; Person 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 4; Preferred Shareholders has the meaning given thereto in Article 5; Preferred Dividends has the meaning given thereto in Article 5;	Share or Shares in the Register and includes each subscriber to the Memorandum of Association pending entry in the Register of such subscriber and “Members” or“Shareholders” means 2 or more of them; Memorandum of Association the memorandum of association of the Company, as amended or substituted from time to time; Merger the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such company as the surviving company within the meaning of the Law; Month a calendar month; NT$ New Taiwan Dollars; Ordinary Resolution a resolution passed by a simple majority of the Members present at a general meeting who represent more than one-half of the total outstanding Shares of the Company; Person 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 4; Private Placement an offer bythe Companyof its

	Private Placement an offer by the Company of its securities to specific persons pursuant to the Applicable Listing Rules; Register the register of Members of the Company to be maintained at such place within or outside the Cayman Islands; Registered Office the registered office of the Company for the time being as required under the Law; Relevant Period the period commencing from the date on which any of the securities of the Company registered in the Emerging Market or first become listed on the TPEx, TWSE or any Taiwan stock exchange or securities market to and including the date immediately before the day on which none of such securities are so listed (and so that if at any time listing of any such securities is suspended for any reason whatsoever and for any length of time, they shall nevertheless be treated, for the purpose of this definition, as listed); R.O.C. or Taiwan the Republic of China, its territories, its possessions and all areas subject to its jurisdiction; R.O.C. Courts the Taiwan Taipei District Court or any other competent courts in the R.O.C.; R. O. C. Laws the laws and regulations of the R.O.C., including without limitation to the Applicable ListingRules;	securities to specific persons pursuant to the Applicable Listing Rules; Register the register of Members of the Company to be maintained at such place within or outside the Cayman Islands; Registered Office the registered office of the Company for the time being as required under the Law; Relevant Period the period commencing from the date on which any of the securities of the Company registered in the Emerging Market or first become listed on the TPEx, TWSE or any Taiwan stock exchange or securities market to and including the date immediately before the day on which none of such securities are so listed (and so that if at any time listing of any such securities is suspended for any reason whatsoever and for any length of time, they shall nevertheless be treated, for the purpose of this definition, as listed); R.O.C. or Taiwan the Republic of China, its territories, its possessions and all areas subject to its jurisdiction; R.O.C. Courts the Taiwan Taipei District Court or any other competent courts in the R.O.C.; R. O. C. Laws the laws and regulations of the R.O.C., including without limitation to the Applicable Listing Rules; Seal the common seal of the

		Seal the common seal of the Company; Secretary any Person for the time being appointed by the Directors to perform any of the duties of the secretary of the Company and including any assistant, deputy, acting or temporary secretary; Share 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; Share Exchange means that the Company transfers all its issued shares to another company in exchange for shares, cash or other assets of the other company as the consideration for shareholders of the Company; Share Premium Account the share premium account established in accordance with these Articles and the Law; Shareholders’ Service Agent the agent licensed by the R.O.C. authorities and having its offices in the R.O.C. to provide shareholder services, in accordance with the Applicable Listing Rules, to the Company; signed includes representation of a signature affixed by mechanical means or an electronic symbol or process; Special Reserve has the meaning set out in Article 91;	Company; Secretary any Person for the time being appointed by the Directors to perform any of the duties of the secretary of the Company and including any assistant, deputy, acting or temporary secretary; Share 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; Share Exchange means that the Company transfers all its issued shares to another company in exchange for shares, cash or other assets of the other company as the consideration for shareholders of the Company; Share Premium Account the share premium account established in accordance with these Articles and the Law; Shareholders’ Service Agent the agent licensed by the R.O.C. authorities and having its offices in the R.O.C. to provide shareholder services, in accordance with the Applicable Listing Rules, to the Company; signed includes representation of a signature affixed by mechanical means or an electronic symbol or process; Special Reserve has the meaning set out in Article 91;

	Special Resolution 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 of Members as, being entitled to do so, vote in person or by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given, and such general meeting attended by the Members representing more than one-half of the outstanding shares of the Company. A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Articles; Spin-off 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; Subordinate Company companies (i) of which a majority of the total outstanding voting shares or the total amount of the capital stock is held by the Company; (ii) in which the Company has a direct or indirect control over	Special Resolution 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 of Members as, being entitled to do so, vote in person or by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given, and such general meeting attended by the Members representing more than one-half of the outstanding shares of the Company. A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Articles; Spin-off 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; Subordinate Company companies (i) of which a majority of the total outstanding voting shares or the total amount of the capital stock is held by the Company; (ii)in which the Companyhas

	the management of the personnel, financial or business operation of that company; (iii) of which a majority of directors in such company are contemporarily acting as directors in the Company; or (iv) of which a majority of the total outstanding voting shares or the total amount of the capital stock of such companies and the Company are held by the same Members; and TWSE the Taiwan Stock Exchange Corporation. (2) Unless the context otherwise requires, expressions defined in the Law and used herein shall have the meanings so defined. (3) In these Articles unless the context otherwise requires: (a) words importing the singular number shall include the plural number and vice-versa; (b) words importing the masculine gender shall include the feminine gender and neuter genders; (c) a notice provided for herein shall be in writing unless otherwise specified and all reference herein to "in writing" and "written" shall include printing, lithography, photography and other modes of representing or reproducing words in permanent visible form; and (d) "may" shall be construed as permissive and "shall" shall be construed as imperative. (4) Headings used herein are intended for convenience only and shall not affect the	a direct or indirect control over the management of the personnel, financial or business operation of that company; (iii) of which a majority of directors in such company are contemporarily acting as directors in the Company; or (iv) of which a majority of the total outstanding voting shares or the total amount of the capital stock of such companies and the Company are held by the same Members; and TWSE the Taiwan Stock Exchange Corporation. (2) Unless the context otherwise requires, expressions defined in the Law and used herein shall have the meanings so defined. (3) In these Articles unless the context otherwise requires: (a) words importing the singular number shall include the plural number and vice-versa; (b) words importing the masculine gender shall include the feminine gender and neuter genders; (c) a notice provided for herein shall be in writing unless otherwise specified and all reference herein to "in writing" and "written" shall include printing, lithography, photography and other modes of representing or reproducing words in permanent visible form; and (d) "may" shall be construed as permissive and "shall" shall be construed as imperative. (4)Headings used herein are

		construction of these Articles.	intended for convenience only and shall not affect the construction of these Articles.
Article 5		Theissuance of any Preferred Shares approved pursuant to the preceding Articleshall cause to be set forth in these Articles. The rights and obligations of the Preferred Sharesincludebutare not limited to the following terms: (a) The dividend rate of Preferred Shares is capped at 8% per annum on the issue price per share. Cash dividends shall be distributed annually at one time. Once the Company’s audited financial reports have been acknowledged in the annual general meeting, the Board of Directors shall set the record date for the distribution of Preferred Dividends of such financial year. In the year of issuance and redemption of the Preferred Shares, the distribution of Preferred Dividends shall be calculated on the basis of actual number of days the Preferred Shares being outstanding in that year. Except for the foregoing Preferred Dividends, the holders of the Preferred Shares ("Preferred Shareholders") are not entitled to participate in the distribution of cash or stock dividends derived from earnings or capital reserves; (b) The Company has sole discretion on the distribution of Preferred Dividends. In the event that there are no profits or insufficient profits for distributing Preferred Dividends, or due to other necessary considerations, the suspension of distributing	Prior to the issuance of any Preferred Shares approved pursuant to the preceding Article, 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) the total number of Preferred Shares that have been authorized to be issued and the numbers of the Preferred Shares already issued; (b) the order, fixed amount or fixed ratio of allocation of dividends and bonus on Preferred Shares; (c) the order, fixed amount or fixed ratio of allocation of surplus assets of the Company; (d) the order of or restriction on the voting right(s) (including declaring no voting rights whatsoever) of Members of Preferred Shares; (e) other matters concerning rights and obligations incidental to Preferred Shares; and (f) the conditions and method by which the Company is authorized or compelled to redeem the Preferred Shares, or a statement that redemption rights shall not apply.	Amend this article as the rights, obligations, and important issuance conditions of the preferred shares.

Preferred Dividends shall not be deemed as an event of default under any agreements and directions in relation to the issuance of such Preferred Shares. The Preferred Shares issued by the Company shall be non- cumulative preferred shares. Any undistributed Preferred Dividends or shortfalls in Preferred Dividends distributed shall not be cumulative and shall cease to accrue and be payable, therefore no deferred payment will be paid in subsequent years where there are earnings; (c) Upon any voluntary or involuntary liquidation, - dissolution or winding up of the Company, any surplus assets of the Company available for distribution to shareholders shall be first distributed to the Preferred Shareholders. All Preferred Shareholders shall rank pari passu and such distribution shall be capped at the respective issue amount; (d) The Preferred Shareholders shall have no voting rights and no rights to vote on election of directors in a general meeting. Notwithstanding the foregoing, the Preferred Shareholders shall have voting rights in a separate meeting of the Preferred Shares in accordance with Article 15; (e) Preferred Shares are not convertible to common shares. Preferred Shareholders have no right to request the Company to redeem the preferred shares they hold; and (f) Preferred Shares have no

			maturity date. Notwithstanding the foregoing, subject to compliance with the Companies Law, the Company may, upon the approval by the Board of Directors, redeem all or a part of the outstanding issued Preferred Shares, at any time on the next business day after five years of issuance, at the original issue price and on such terms as the Board of Directors may approve. The rights and obligations set forth in the foregoing paragraphs shall remain unchanged to the unredeemed Preferred Shareholders.
Article 5-1		The Board of Directors is authorized to determine the name, issuance date and specific issuance terms of Preferred Shares upon actual issuance after considering the situation of capital market and the willingness of investors in accordance with the Articles, applicable public company rules, Companies Law and other applicable laws and regulations.			Add this article authorizes the board of directors to determine the specific matters of the preferred shares upon the actual issuance.
Article 65-1		(1) During the Relevant Period, the Board shall comply with the Applicable Listing Rules to establish a remuneration committee, which shall be composed of no less than three (3) members,more than half of the membersshall be IndependentDirectors (the“Remuneration Committee”). (2) The professional qualifications of the Remuneration Committee members, the exercise of their powers, and other related matters shall complywith the Applicable		(1) During the Relevant Period, the Board shall comply with the Applicable Listing Rules to establish a remuneration committee, which shall be composed of no less than three (3) members, of which one (1) member shall be an Independent Director (the“Remuneration Committee”). (2) The professional qualifications of the Remuneration Committee members, the exercise of their powers, and other related matters shall comply	Amend paragraph 1 of this article to comply with "Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishmen t of Board of Directors by

		Listing Rules. (3) Upon the establishment of the Remuneration Committee, the Board shall adopt a charter for such Remuneration Committee, which shall comply with the Applicable Listing Rules.	with the Applicable Listing Rules. (3) Upon the establishment of the Remuneration Committee, the Board shall adopt a charter for such Remuneration Committee, which shall comply with the Applicable Listing Rules.	TWSE Listed Companies and the Board's Exercise of Powers", "Regulations Governing the Appointment and Exercise of Powers by the Remuneratio n Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange" and "Sample Template for XXX Co., Ltd. Remuneratio n Committee Charter".
Article 94-2		In the event that there is earnings surplus per the annual accounting result, such surplus shall first be used to pay tax, offset losses of previous years, and then be set aside as Special Reserve (if required), and the remaindershall be allocated first as the dividends of the Preferred Shares ("Preferred Dividends") payable in such financial year. The remaining surplus combining accumulated undistributed earnings in the previous years as the distributable earnings surplus shall be distributed to Members	In the event that there is earnings surplus per the annual accounting result, such surplus shall first be used to pay tax, offset losses of previous years, and then be set aside as Special Reserve (if required), and the remainder, aside from the amount which the Board resolved not to distribute and be reserved as retained earnings, shall be distributed to Members as cash dividend and/or stock dividend, pursuant to the distribution proposal made by the Board and to be approved by thegeneral meeting.	Amend paragraph 1 of this article to comply with the added articles that allow the company to issue preferred shares.

	as cash dividend and/or stock dividend, pursuant to the distribution proposal made by the Board and to be approved by the general meeting. The dividend policy of the Company is in consideration of the stable development, sustainable development, funding needs, sound financial structure and protection of shareholder interests of the Company and therefore the ratio of dividends to Members shall not be less than 10% of the distributable earnings surplus, and the distribution can be made in cash or in stock where the amount of cash dividends distributed thereupon shall not be less than 50% of the total amount of dividends. In the event that the Company has no accumulated loss, the Company may consider the finance, business and operation aspects of the Company and distribute all or part of the Legal Reserve and Capital Reserve pursuant to the Law and regulations prescribed bythe competent authorities.	The dividend policy of the Company is in consideration of the stable development, sustainable development, funding needs, sound financial structure and protection of shareholder interests of the Company and therefore the ratio of dividends to Members shall not be less than 10% of the distributable earnings surplus, and the distribution can be made in cash or in stock where the amount of cash dividends distributed thereupon shall not be less than 50% of the total amount of dividends. In the event that the Company has no accumulated loss, the Company may consider the finance, business and operation aspects of the Company and distribute all or part of the Legal Reserve and Capital Reserve pursuant to the Law and regulations prescribed by the competent authorities.

Attachment 9. Contents of Removing Restrictions on Competing with the Company by Directors

Title	Name	Name of the company serving concurrently and position
Chairman	Hsu, Chi-Feng	Director of Lemtech Global Solution Co. Ltd. Chairman of Lemtech Precision Material (China) Co., Ltd Chairman/General Manager of LDC Precision Engineering Co., Ltd Director of Lemtech Technology Limited Director of Aapico Lemtech (Thailand) Co., Ltd. Director of Lemtech USA INC. Director of Lemtech Industrial Services Ltd Chairman of Kunshan Lemtech Slide Technology Co., Ltd. Director of Zhenjiang Emtron Surface Treatment Limited Director of Lemtech Energy Solutions Corporation Director of Lemtech Precision Material (Czech) s.r.o. Director of Lemtech Cooling System Limited Director of Lemtech Philippine Thermal System Inc. Director of Lemtech Electronics Technology(Changshu)Co.,Ltd
Vice Chairman	Chan Kim Seng Maurice	Director of Lemtech Global Solution Co. Ltd. Director of Lemtech Precision Material (China) Co., Ltd Director of Aapico Lemtech (Thailand) Co., Ltd. Director of Zhenjiang Emtron Surface Treatment Limited Director of Lemtech Precision Material (Czech) s.r.o. Director of Lemtech Cooling System Limited Director of Lemtech Philippine Thermal System Inc. Supervisor of Kunshan Lemtech Electronics Technology Co.,Ltd Director of Lemtech Electronics Technology(Changshu)Co.,Ltd
Director	Ye, Hang	Director of Lemtech Cooling System Limited Director of Lemtech Philippine Thermal System Inc. Director of Lemtech Global Solution Co. Ltd. Director of Lemtech Precision Material (China) Co., Ltd Director of Lemtech Precision Material (Czech) s.r.o. Director of Lemtech Cooling System Limited Director of Lemtech Philippine Thermal System Inc. Director of Lemtech Electronics Technology(Changshu)Co.,Ltd
Director	Tan, Yong	Director/Factory Special Assistant of General manager of Lemtech Precision Material(China)Co.,Ltd
Independent Director	Yang, Rui-Long	None

Title	Name	Name of the company serving concurrently and position
Independent Director	Yu, Chi-Min	Secretary General of Taiwan Technology Industry Legal Officers Association Arbitrator of Chinese Arbitration Association Director of EasyCard Corporation Independent Director of Syncomm TechnologyCorporation
Independent Director	Lee, Wei-Ming	Group Management Consultant of Lightel Technologies, Inc.
Independent Director	Frank Cheng	None
Independent Director	Chi-Chuan Wang	None

Appendix 1. Memorandum and Articles of Association

THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES

TENTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF

LEMTECH HOLDINGS CO., LIMITED

(as adopted by a Special Resolution passed on 15 June, 2020)

The name of the company is Lemtech Holdings Co., Limited.
(1) The Registered Office of the Company shall be at the offices of Quality Corporate Services Ltd., Suite 102, Cannon Place, P.O. Box 712, North Sound Rd., Grand Cayman, KY1-9006 Cayman Islands.
(2) The Company may set up branch offices as deemed necessary for its business operations.
(3) The establishment, dissolution and change of status of branches as referred to in the preceding paragraph shall be decided by the Board from time to time.
Subject to the following provisions of this Memorandum of Association, the objects for which the Company is established are unrestricted.
Subject to the following provisions of this Memorandum of Association, 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 Companies Law of the Cayman Islands (as amended from time to time).
Nothing in this Memorandum of Association shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licenced.
The Company shall 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 clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
The liability of each member is limited to the amount from time to time unpaid on

such member’s shares.

The share capital of the Company is NT$1,000,000,000 divided into 100,000,000 ordinary shares of a nominal or par value of NT$10 each.
The Company may invest in other enterprises as deemed necessary for its business operations, and may, upon the approval of the Board, act as a shareholder with limited liability of another company, and its total amount of investments in other enterprises may exceed 40% of the amount of its own paid-up capital without being subject to the requirement set out in Paragraph 2, Article 13 of Company Act of the R.O.C..

THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES

TENTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF LEMTECH HOLDINGS CO., LIMITED

(as adopted by a Special Resolution passed on 17 June, 2019)

INTERPRETATION

The Regulations contained or incorporated in Table A of the First Schedule of the Companies Law (as amended) of the Cayman Islands (as amended from time to time) shall not apply to this Company.
(1) In these Articles the following terms shall have the meanings set opposite unless the context otherwise requires:-
Applicable Listing Rules

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 Securities and Exchange Act of the R.O.C., Company Act of the R.O.C., the Acts Governing Relations Between Peoples of the Taiwan Area and the Mainland Area of the R.O.C., or any similar statute and the rules and regulations of the R.O.C. authorities thereunder, and the rules and regulations promulgated by the Financial Supervisory Commission, the Taipei Exchange or the Taiwan Stock Exchange;

Articles

these Articles of Association of the Company, as amended or substituted from time to time by Special Resolution;

Audit Committee Remuneration Committee Board

has the meaning set forth in Article 69; has the meaning set forth in Article 65-1;

the board of Directors of the Company comprising all the Directors;

Business Day
means a day (other than a Saturday or Sunday) on which banks are generally open in Taiwan for normal business;
Capital Reserve
means (1) the Share Premium Account, (2) income from endowments received by the Company and (3) other items required to be treated as Capital Reserve pursuant to the Applicable Listing Rules;
Chairman has the meaning given thereto in Article 63;
Class or Classes
any class or classes of Shares as may from time to time be issued by the Company;
Commission
Financial Supervisory Commission of the R.O.C. or any other authority for the time being administering the Securities and Exchange Act of the R.O.C.;
Company Lemtech Holdings Co., Limited;
Consolidation
the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies in the consolidated company within the meaning of the Law and the Applicable Listing Rules;
Director
a director of the Company for the time being who collectively form the Board, and “Directors” means 2 or more of them;
Electronic
has 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

the emerging market board of the Taipei Exchange in the R.O.C.;

Financial Statements has the meaning set out in Article 98;
Taipei Exchange or TPEx the Taipei Exchange in the R.O.C.;
Independent Director
those Directors appointed as "Independent Directors" pursuant to the requirements of the Applicable Listing Rules;
Juristic Person
a firm, corporation, union, association, government agency or other organization which is recognised by the Law and the Applicable Listing Rules as a legal entity;

Law

the Companies Law (as amended) of the Cayman Islands and any amendment or other statutory modification thereof and every other act, order, regulation or other instrument having statutory effect (as amended from time to time) for the time being in force in the Cayman Islands applying to or affecting the Company, the Memorandum of Association and/or these Articles, and where in these Articles any provision of the Law is referred to, the reference is to that provision as modified by any law for the time being in force;
Member or Shareholder
a Person who is duly registered as the holder of any Share or Shares in the Register and includes each subscriber to the Memorandum of Association pending entry in the Register of such subscriber and “Members” or “Shareholders” means 2 or more of them;

Memorandum of the memorandum of association of the Company, as Association amended or substituted from time to time; Merger the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such company as the surviving company within the meaning of the Law; Month a calendar month; NT$ New Taiwan Dollars; Ordinary Resolution a resolution passed by a simple majority of the Members present at a general meeting who represent more than one-half of the total outstanding Shares of the Company; Person 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 4; Private Placement an offer by the Company of its securities to specific persons pursuant to the Applicable Listing Rules;
Register the register of Members of the Company to be maintained at such place within or outside the Cayman Islands;

Registered Office the registered office of the Company for the time being as required under the Law; Relevant Period the period commencing from the date on which any of the securities of the Company registered in the Emerging Market or first become listed on the TPEx, TWSE or any Taiwan stock exchange or securities market to and including the date immediately before

the day on which none of such securities are so listed (and so that if at any time listing of any such securities is suspended for any reason whatsoever and for any length of time, they shall nevertheless be treated, for the purpose of this definition, as listed);

R.O.C. or Taiwan the Republic of China, its territories, its possessions and all areas subject to its jurisdiction;

R.O.C. Courts

the Taiwan Taipei District Court or any other competent courts in the R.O.C.;
R. O. C. Laws the laws and regulations of the R.O.C., including without limitation to the Applicable Listing Rules;
Seal
the common seal of the Company;
Secretary
any Person for the time being appointed by the Directors to perform any of the duties of the secretary of the Company and including any assistant, deputy, acting or temporary secretary;

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;

Share Premium Account

the share premium account established in accordance with these Articles and the Law;
Shareholders’ Service
Agent
the agent licensed by the R.O.C. authorities and having its offices in the R.O.C. to provide shareholder services, in accordance with the Applicable Listing Rules, to the Company;
signed includes representation of a signature affixed by mechanical means or an electronic symbol or process;

Special Reserve

Special Resolution

has the meaning set out in Article 91;

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 of Members as, being entitled to do so, vote in person or by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given, and such general meeting attended by the Members representing more than one-half of the outstanding shares of the Company.

A Special Resolution shall be effective for any purpose for which an Ordinary Resolution is expressed to be required under any provision of these Articles;

Spin-off

Subordinate Company

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;
companies (i) of which a majority of the total outstanding voting shares or the total amount of the capital stock is held by the Company; (ii) in which the Company has a direct or indirect control over the management of the personnel, financial or business operation of that company; (iii) of which a majority of directors in such company are contemporarily acting as directors in the Company; or (iv) of which a majority of the total outstanding voting shares or the total amount of the capital stock of such companies and the Company are held by the same Members; and

TWSE

the Taiwan Stock Exchange Corporation.

(2) Unless the context otherwise requires, expressions defined in the Law and used herein shall have the meanings so defined.
(3) In these Articles unless the context otherwise requires:
(a) words importing the singular number shall include the plural number and vice-versa;
(b) words importing the masculine gender shall include the feminine gender and neuter genders;
(c) a notice provided for herein shall be in writing unless otherwise specified and all reference herein to "in writing" and "written" shall include printing, lithography, photography and other modes of representing or reproducing words in permanent visible form; and
(d) "may" shall be construed as permissive and "shall" shall be construed as imperative.
(4) Headings used herein are intended for convenience only and shall not affect the construction of these Articles.

Subject to the Law and these Articles, the Board may, in respect of all Shares for the time being unissued:
(1) offer, issue, allot and dispose of such Shares 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
(2) grant options with respect to such Shares and issue warrants or similar instruments with respect thereto, in accordance with the provisions of the Law and the Applicable Listing Rules; and, for such purposes, the Board may reserve an appropriate number of Shares for the time being unissued.
3-1. 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 Directors.
The Company, subject to these Articles including by approval of a Special Resolution adopted at a general meeting in accordance with Article 5, may issue Shares of different classes with rights which are preferential or inferior to those of ordinary Shares issued by the Company (“ Preferred Shares ”) with the approval of a majority

of the Board present at a meeting attended by two-thirds or more of the total number of the Directors.

Prior to the issuance of any Preferred Shares approved pursuant to the preceding Article, 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) the total number of Preferred Shares that have been authorized to be issued and the numbers of the Preferred Shares already issued;
(b) the order, fixed amount or fixed ratio of allocation of dividends and bonus on Preferred Shares;
(c) the order, fixed amount or fixed ratio of allocation of surplus assets of the Company;
(d) the order of or restriction on the voting right(s) (including declaring no voting rights whatsoever) of Members of Preferred Shares;
(e) other matters concerning rights and obligations incidental to Preferred Shares; and
(f) the conditions and method by which the Company is authorized or compelled to redeem the Preferred Shares, or a statement that redemption rights shall not apply.
(1) The issue of new ordinary Shares in the Company shall be approved by a majority of the Directors present at a meeting attended by two-thirds or more of the total number of the Directors. The issue of new Shares shall at all times be subject to the sufficiency of the authorised capital of the Company. The Company shall not issue any unpaid Shares or partial paid-up Shares.
(2) The Company shall not convert the Shares into par value shares if the Company chooses to issue no par value shares.
The Company may issue Shares without printing share certificates. Any share certificate of the Company, if any, shall not be the bearer certificate.
During the Relevant Period, if at anytime the Board resolves to issue new Shares :
(a) Upon each issuance of new Shares, the Board may reserve not more than fifteen percent (15%) of the new Shares for subscription by the employees of the Company, as determined by the Board in its reasonable discretion;
(b) The Company, unless otherwise resolved by Ordinary Resolution, shall after reserving the portion of Shares for subscription by its employees and for public offering in the R.O.C. pursuant to these Articles, first offer such remaining new Shares, by a public announcement according to the Applicable Listing Rules and a written notice to each existing Member for their subscription in proportion to the number of Shares held by it;

(c) The Company shall state in such written notice that if a subscriber delays payment for shares as provided in the preceding paragraph, the Company shall fix a period of not shorter than one month and call upon such subscriber to pay up, declaring that in case of default of payment within the stipulated period his right shall be forfeited. After the Company has made the aforesaid call, the subscriber who fails to pay accordingly shall forfeit his right and the shares subscribed to by him shall be otherwise sold. The Company may still be claimed against such defaulting subscriber for compensation for loss or damage, if any;
(d) Where any fractional Share held by a Member is insufficient to subscribe for one new Share, the fractional Shares being held by several Members may be combined for joint subscription of one or more integral new Shares or for subscription of new Shares in the name of a single Member;
(e) New Shares left unsubscribed by existing Members may be offered for public issuance or the Board may be authorised to offer such Shares for subscription by specific Persons through negotiation; and
(f) The right to subscribe for new Shares, except those reserved for subscription by employees, may be separated from the rights in original Shares and transferable independently.
The employees’ and Members’ right to subscribe for new Shares prescribed under the preceding Article shall not apply in the event that new Shares are issued for the following purpose:
(a) in connection with a Merger/Consolidation, 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 granted to the employees;
(c) in connection with meeting the Company’s obligation under corporate bonds which are convertible bonds or vested with rights to acquire Shares;
(d) in connection with meeting the Company’s obligation under Share subscription warrant or Preferred Shares vested with rights to acquire Shares;
(e) in connection with any share swap arrangement entered into by the Company, or
(f) in connection with any other limitation, prohibition, restriction or exemption under the Applicable Listing Rules.
During the Relevant Period, where the Company increases its issued share capital in cash, the Company shall allocate 10% of the total amount of the new Shares to be issued for offering in the R.O.C. to the public unless the Commission, or the TPEx or the TWSE considers the aforementioned public offering unnecessary or inappropriate for the Company to conduct. Provided however, if a percentage higher than the aforementioned 10% is approved by an Ordinary Resolution to be offered, the percentage determined by such resolution shall prevail.

Subject to the Applicable Listing Rules, the Company may, upon adoption of a resolution by a majority of the Board present at a meeting of the Board attended by two-thirds or more of the total number of Directors, enter into a share subscription right agreement with its employees whereby the employees may subscribe, within a specific period of time, for a specific number of Shares of the Company. Upon execution of the said agreement, the Company shall issue to each employee a share subscription warrant. The share subscription warrant obtained by any employee of the Company shall be non-assignable, except to the heir(s) of the said employee.
(1) The Company may by a Special Resolution reduce its share capital in the manner authorised, and subject to any conditions prescribed, by the Law and the Applicable Listing Rules. During the Relevant Period, a capital reduction shall be effected based on the percentage of shareholding of the Members pro rata, unless otherwise provided for in the Law or the Applicable Listing Rules.
(2) The Company shall, upon adoption of such resolution of capital reduction, prepare a balance sheet and an inventory of property, and then give a notice to each creditor of the Company as well as a public notice of such resolution, and shall fix a time limit of not less than thirty (30) days within which the creditors may raise their objections, if any, to such resolution.
(3) The Company may reduce its share capital by using property, in addition to cash, to return capital contributions; the returned property and the offsetable amount for the returned property shall be decided by Ordinary Resolution, and approved by the Member(s) receiving such Property.
(4) During the Relevant Period, the Board shall have the value of the returned property and the offsetable amount referred to in the preceding paragraph audited and certified by a certified public accountant in Taiwan prior to the general meeting.
During the Relevant Period, any issuance, conversion, capitalisation or cancellation of the Shares or any other equity securities (including but not limited to warrants, options or bonds) shall comply with the Applicable Listing Rules and the Law.
During the Relevant Period, the shareholder services of the Company should comply with the Regulations Governing the Administration of Shareholder Services of Public Companies of the R.O.C.

MODIFICATION OF RIGHTS

Whenever the share capital of the Company is divided into different classes of shares, including where Preferred Shares are issued, in addition to a Special Resolution, the special rights attached to any class shall be varied or abrogated with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of such class. To every such separate general meeting and all

adjournments thereof, all the provisions of these Articles relating to general meetings of the Company and to the proceedings thereat shall mutatis mutandis apply.

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.

REGISTERS

The Board shall cause to be kept the Register and, during the Relevant Period, there shall be entered therein the particulars required under the Law and the Applicable Listing Rules, and the Register shall be made available at its Shareholders’ Service Agent’s office in the R.O.C.

DELIVERY OF SHARES

(1) During the Relevant Period, the Company shall deliver, or shall cause its Shareholders’ Service Agent to deliver Shares by book-entry transfer to the subscribers within thirty (30) days from the date such Shares may be issued or delivered pursuant to the Law and the Applicable Listing Rules. The Company shall make a public announcement in accordance with the Applicable Listing Rules prior to the delivery of such Shares.
(2) For the new Shares to be issued by the Company, the Company may print a consolidated share certificate representing the total number of the new Shares to be issued at the same time of issue, in accordance with the Law, provided that the share certificate to be issued shall be placed under the custody of a centralized securities custody enterprise.

REPURCHASE OF SHARES

(1) Upon the approval of a majority of the Board present at a Board meeting attended by two-thirds or more of Directors, the Company may repurchase its own Shares in the manner authorised by the Law and the Applicable Listing Rules. Any Shares so repurchased shall be deemed cancelled immediately.
(2) The conditions, methods and procedures for repurchase of Shares by the Company according to the preceding Article shall comply with the Law and the Applicable Listing Rules.

TREASURY SHARES

19-1. 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. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TWSE, the repurchase of the Shares by the Company shall be subject to the Applicable Listing Rules and the Cayman Islands law.

19-2. 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.
19-3. 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. Subject to these Articles, every share certificate representing a redeemable share shall indicate that the share is redeemable.
19-4. Subject to the Applicable Listing Rules and Articles, 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 Law, the Applicable Listing Rules and the Ordinary Resolution authorizing the manner and terms of purchase.
19-5. The redemption price or repurchase price may be paid in any manner authorised by the Law and these Articles. A delay in payment of the redemption price or repurchase price shall not affect the redemption or repurchase 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.
19-6. 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.

FRACTIONAL SHARES

19-7. 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 AND TRANSMISSION OF SHARES

20.(1) Subject to the Law and the Applicable Listing Rules, Shares issued by the Company shall be freely transferable, provided that any Share subscribed by the employees of the Company may be subject to transfer restrictions for the period no longer than two years as the Board may determine in their discretion.
(2) The Company may restrict its employees from transferring the Shares purchased by the Company and transferred to such employees for a specific period of time, but in no event shall such period exceed two (2) years.
(3) The issuance of restricted Shares to employees by the Company shall be approved by one-half of the Members who are entitled to vote, at a general meeting attended by at least two-thirds of the total issued and outstanding Shares of the Company. In the event that the total number of shares present at such general meeting is less than the quorum specified in the preceding sentence, such issuance may be approved by Special Resolution.
(4) In the event that the Company issues new Shares during the Relevant Period pursuant to the preceding paragraph, the number of Shares to be issued, the issuing price, the conditions of the issuance, and other related matters shall comply with the Applicable Listing Rules.
The Company shall not be obligated to recognize any transfer or assignment of Shares unless the name/title and residence/domicile of the transferor and transferee have been recorded in the Register.
21-1. 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, shall be the only Person recognised by the Company as having any title to the Share.

CLOSING REGISTER OR FIXING RECORD DATE

22.(1) The Board may fix in advance the record date(s) for (a) determining the Members entitled to receive any dividend, distribution or issue; (b) determining the Members entitled to receive notice(s) of, to attend at and to vote at any general meeting(s) (or any adjournment thereof) in person, by proxy, in writing or by way of electronic transmission; and (c) for any other reason needing to ascertain shareholders 。
(2) During the Relevant Period, the Register shall be closed at least for a period of sixty (60) days before the date of each annual general meeting, thirty (30) days before the date of each extraordinary general meeting and five (5) days before the

target date for a dividend, bonus or other interest distribution. For the purpose of calculating the abovementioned period, the respective convening date of general meeting or the applicable target date shall be included.

(3) With respect to the foregoing target dates, the Board shall make public announcement on the website designated by the Commission and the TPEx or TWSE 。

GENERAL MEETINGS

The Company shall in each year hold a general meeting as its annual general meeting within six months after close of each financial year. The annual general meeting shall be convened by the Board.
All general meetings other than annual general meetings shall be called extraordinary general meetings. The Board may, whenever they think fit, convene an extraordinary general meeting of the Company.
During the Relevant Period, all general meetings shall be held in the R.O.C.. If a general meeting is to be convened outside Taiwan per the resolution of the Board, the Company shall within two (2) days after the Board adopts such resolution, or, in the event of an extraordinary general meeting convened pursuant to Article 26, after the relevant Shareholders obtained the approval from the competent authority, apply for the approval of the Taipei Exchange or the TWSE.
(1) Any Member(s) holding at least three percent (3%) of the outstanding Shares of the Company for a period of one consecutive year or a longer time may, by depositing the requisition notice specifying the proposals to be resolved and the reasons, request the Board to convene an extraordinary general meeting. If the Board does not give notice to Members to convene such meeting within fifteen (15) days after the date of the requisition notice, the proposing Member(s) may, after obtaining an approval from the competent authority, convene the general meeting.
(2) Any Member(s) holding more than one-half of the outstanding Shares of the Company for a period of three consecutive months or a longer time may, convene an extraordinary general meeting. The calculation of the holding period and the number of Shares held by the abovementioned Member(s) shall be based on the holding at the time when share transfer registration is suspended.
(3) Subject to the condition that the Board does not or is not able to convene a general meeting, the Independent Director of the Audit Committee may, for the benefit of the Company, convene a general meeting when it is deemed necessary.
(1) The Board or any authorized convener of the general meeting may require the Company or its Shareholders’ Service Agent to provide the Register.
(2) The Company shall engage a Shareholders’ Service Agent within the R.O.C. to handle the administration of such general meeting, including but not limited to, the voting matters.

NOTICE OF GENERAL MEETING

28.(1) At least thirty (30) days notice in writing prior to the scheduled date of any annual general meetings and fifteen (15) days notice in writing prior to the scheduled date of any extraordinary general meeting shall be given to each Member. Every notice shall be exclusive of the day on which it is given and of the day on which the general meeting is to be held. Such notice shall specify the place, the day and the time of meeting and the agenda and the proposals to be resolved at the general meeting. The notice for a general meeting may be given by means of electronic communication if the Company obtains prior consent from each Member or as permitted by the Law and the Applicable Listing Rules.
(2) The meeting notices, proxy forms, information pertaining to the proposals for adoption or discussion, or for the election or dismissal of the Director(s), and other matters shall be published thirty (30) days prior to the date of the scheduled general meeting or fifteen (15) days prior to the date of the scheduled extraordinary general meeting.
(3) If the voting rights at the meeting will be exercised in writing, a printed copy of the materials referred to in the preceding paragraph and a printed ballot shall be delivered to the Members.
The following matters shall be specified in the notice of a general meeting with the description of their major content, and shall not be proposed as ad hoc motions; the major content may be posted on the website designated by the Commission, the TPEx or the TWSE or the Company, and such website shall be indicated in the above notice:
(a) election or discharge of Directors;
(b) amendments to the Memorandum of Association and/or these Articles;
(c) capital reduction;
(d) application for the approval of ceasing the Shares to be publicly offered;
(e) winding-up, Merger/Consolidation or Spin-off of the Company;
(f) entering into, amendment to, or termination of any contract for lease, management by others, or regular joint operation with others of its business in whole;
(g) the transfer of the whole or any material part of its business or assets; and
(h) taking over another's whole business or assets, which will have a material effect on the business operation of the Company;
(i) carrying out a Private Placement of equity securities;
(j) granting a waiver to the Director’s non-competition obligation;
(k) distributing part or all of its dividends or bonus by way of issuance of new Shares; and
(l) capitalization of the Legal Reserves and capitalization of the Capital Reserve of the Company, the Share Premium Account of the Company and/or the income from

endowments received by the Company as Capital Reserve, by issuing new Shares or cash to its existing Members in proportion to the number of Shares being held by each of them.

Except for matters prescribed in the preceding Article, a Member of the Company may raise a proposal for resolution as ad hoc motions at a general meeting, provided that the proposed ad hoc motion shall be limited to a matter directly related to the matters specified in the notice of such general meeting.
During the Relevant Period, the Company shall prepare a manual for each general meeting and the relevant materials, which will be made available to all Members, and shall be published on the website designated by the Commission , the TPEx or the TWSE twenty-one (21) days prior to the scheduled date of the relevant annual general meeting and fifteen (15) days prior to the scheduled date of the relevant extraordinary general meeting pursuant to the Applicable Listing Rules.

PROCEEDINGS AT GENERAL MEETING

No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Save as otherwise provided by these Articles, the Members representing more than one-half of all total outstanding Shares present in person or by proxy and entitled to vote shall be a quorum for all purposes.
33.(1) The Member(s) holding one percent (1%) or more of the total outstanding Shares of the Company may submit a proposal in writing or by way of electronic transmission for resolution at an annual general meeting; provided that only one matter shall be allowed in each proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda.
(2) Prior to the relevant record date, the Company shall give a public notice announcing the place and the period for the Members to submit proposals; and the period for accepting such proposals shall not be less than ten (10) days.
(3) The number of words of a proposal to be submitted by a Member shall be limited to not more than three hundred (300) words, and any proposal containing more than 300 words shall not be included in the agenda of the general meeting. The Member who has submitted a proposal shall attend, in person or by a proxy, such general meeting whereat his proposal is to be discussed and shall take part in the discussion of such proposal.
(4) Unless any of the following circumstances is satisfied, the Board shall include the proposal submitted by a Member from the agenda:
- (a) Where the subject (the issue) of the said proposal cannot be settled or resolved by a general meeting;
- (b) Where the number of shares of the Company held by the proposing Member is less than one percent (1%) of the total outstanding Shares on the relevant record date; or
- (c) Where the said proposal is submitted on a day beyond the deadline fixed and

announced by the Company for accepting Members' proposals.

(d) Where the said proposal containing more than 300 words or more than one matters in a single proposal.
(5) The proposal proposed pursuant to the preceding paragraph (1) for urging the Company to promote public interests or fulfil the Company's social responsibilities may still be included in the agenda by the Board.
(6) The Company shall, prior to sending the notice of the general meeting, inform all the proposing Members of whether their proposals are accepted or not, and shall list in the notice of general meeting the accepted proposals. With regard to the proposals submitted by Members but not included in the agenda of the meeting, the cause of exclusion of such proposals and explanation shall be made by the Board at such general meeting.
The Chairman shall preside as chairman at every general meeting of the Company convened by the Board. For a general meeting convened by any Person other than the Board, such Person shall act as the chairman of that meeting; provided that if there are two or more Persons jointly convening such meeting, the chairman of the meeting shall be elected from those Persons.
If at any general meeting the Chairman is not present at the general meeting or is unwilling to act as chairman, he shall designate one of the Directors to act on his behalf. In the absence of such designation, the attending Directors may choose one of them to be the chairman of such general meeting.
The Chairman of the general meeting may by Ordinary Resolution adjourn a general meeting from place to place within five (5) days, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned for more than five (5) days, notice of the time and location of the adjourned meeting shall be given as in the case of an original meeting.
At any general meeting, a proposal for resolution 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, the Applicable Listing Rules or these Articles, any matter which has been presented for resolution by the Members at any general meeting shall be passed by an Ordinary Resolution.
38-1. 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.
The Company may by a Special Resolution:
(a) enter into, amend, or terminate any contract for lease, management by others, or regular joint operation with others of its business in whole;
(b) transfer the whole or any material part of its business or assets;

(c) acquire another's whole business or assets, which will have a material effect on the business operation of the Company;

(d) distribute part or all of its dividends or bonus by way of issuance of new Shares;
(e) effect any winding-up of the Company, merger/consolidation or Spin-off;
(f) carry out a Private Placement;
(g) grant a waiver to the Directors’ non-competition obligation;
(h) change its name;
(i) alter or amend the Memorandum of Association or these Articles;
(j) reduce its share capital and any fund of the capital redemption reserve in any manner authorised by the Law and the Applicable Listing Rules;
(k) appoint an inspector to examine the affairs of the Company under the Law; and
(l) Share Exchange.
(1) In the event any of the resolutions with respect to the paragraph (a), (b) or (c) of the preceding Article is adopted by general meeting, any Member 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 to purchase all of his Shares at the then prevailing fair price; provided, however, that no Member shall have the abovementioned appraisal right if the general meeting resolves on the dissolution of the Company after the completion of transfer of business or assets under the paragraph (b) of the preceding Article. The abovementioned appraisal right shall be exercised in writing, stating therein the kinds and number of shares, within twenty (20) days after the adoption of resolutions with respect to the paragraph (a), (b) or (c) of the preceding Article.
(2) In the event any part of the Company’s business is involved in any consolidation or merger with another company (including Consolidation and Merger), acquisition or Share Exchange, the Member, 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 meeting, in accordance with the Law and these Articles, may request the Company to buy back all of his Shares at the then prevailing fair price in accordance with the Law. The Member filing a foresaid request shall make it in writing within a twenty (20) days period commencing from the resolution date, specify the price for buying back. In case an agreement on the price of buy-back Shares is reached between the Member and the Company, the Company shall pay for the shares within ninety (90) days from the date on which the resolution was adopted. In case no agreement is reached, the Company shall pay the fair price it has recognized to the Members that have not reached agreement with the Company within ninety (90) days from the date on which the resolution was adopted. If the Company did not pay, the Company shall be considered to be agreeable to the price requested by the Member. Where a Member requests the Company to buy all its Shares in accordance with the provisions of this

paragraph, in case no agreement is reached within sixty (60) days since the resolution was made, the Company shall apply to the court and may choose Taiwan Taipei District Court as the court of first instance for a ruling on the fair price against all these dissenting Members as the opposing party within thirty(30) days after that duration.

(3) In case an agreement on the price of shares is reached between the shareholder and the company, the company shall pay for the shares within ninety days from the date on which the resolution was adopted. Without prejudice to the Law, in the event the Company fails to reach such agreement with the Member within a sixty (60) day period commencing from the resolution date, the Member may, within thirty (30) days after such sixty day (60) period, file a petition to Taiwan Taipei District Court for a ruling on the appraisal price.

A plan of Merger or Consolidation involving the Company shall be authorised by each constituent company by-
(a) a Members’ resolution by majority in number representing seventy-five per cent in value of the Members voting together as one class; and
(b) if the shares to be issued to each Member in the consolidated or surviving company are to have the same rights and economic value as the shares held in the constituent company, a Special Resolution of the Members voting together as one class, and in either case a Member shall have the right to vote regardless of whether the Shares that he holds otherwise give him voting rights.
41-1. If the trading of shares listed on TWSE is terminated as a result of a Merger/Consolidation in which the company will dissolve, general transfer, share swap or Spin-off and the shares of the surviving company in the Merger/Consolidation, the transferee company in the general assumption or the existing company or newly-incorporated company in the share swap or Spin-off will not be listed on TPEx or TWSE, the resolution of the general meeting 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.
In case the procedure for convening a general meeting or the method of adoptin g resolutions is in violation of the Law, the Applicable Listing Rules or these Articles, a Member may, within thirty (30) days from the date of the resolution, submit a petition to the Taiwan Taipei District Court or the competent court in Cayman Islands, as applicable, for an appropriate remedy, including but not limited to, requesting the court to invalidate and cancel the resolution adopted therein.

VOTES OF MEMBERS

Subject to any rights and restrictions for the time being attached to any Share, every Member who is present in person (or in the case of a Member being a corporation, by its duly authorised representative) and every Person representing a Member by proxy shall have one vote for each Share.

(1) In the case of joint Members, the joint Members shall select a representative among them to exercise their voting powers.
(2) If a Member holds Shares for others, such Member may advocate to exercise the voting rights separately.

(3) The eligibility criteria, scope of application, manner of exercise, operating procedures, and other matters relating to the separate exercise of voting rights pursuant to the preceding paragraph shall comply with the Applicable Listing Rules during the Relevant Period.

(1) No vote may be exercised with respect to any of the following Shares:
(a) the Shares held by any Subordinate Companies, of which a majority of the total outstanding voting shares or the total amount of capital stock are held by the Company; or

(b) the Shares held by other companies, of which a majority of the total outstanding voting shares or the total amount of the capital stock are held by the Company and its holding/Subordinate Companies; or

(2) Subject to the Law and these Articles, the Shares held by any Member having no voting rights shall not be counted in the total number of the outstanding Shares while adopting a resolution at a general meeting.

(3) A Member cannot exercise his own vote or by proxy on behalf of another Member in respect of any matter or proposed matter or arrangement if he may be interested therein and may cause damage to the Company’s interests. Such Shares shall not be counted in determining the number of votes of the Members present at the said meeting.

To the extent permitted by the Law, votes may be exercised in writing or by way of electronic transmission. The way of electronic transmission shall be one of the voting methods at 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.
If a written instrument or electronic transmission for voting is proposed to be used, the relevant methods and procedures will be specified in the notice of that meeting and complied with by such Members. A Member who exercises his votes in writing or by way of electronic transmission shall be counted towards the quorum, 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.
47-1. A Shareholder shall deliver his declaration about the votes in writing or by way of electronic transmission to the Company no later than 2 days prior to the scheduled meeting date of the general meeting; whereas if two or more declarations are delivered to the Company, the first declaration shall prevail unless an explicit statement to revoke the previous declaration is made in the declaration

which comes later.

Subject to Article 54, in case a Member who has casted his votes in writing or by way of electronic transmission intends to attend the general meeting in person, he shall, at least 2 days prior to the meeting, revoke his previous votes by serving a separate notice in the same manner as such Member casted his votes. In the absence of a timely revocation of the previous declaration of intention, the votes exercised in writing or by way of electronic transmission shall prevail.
For the avoidance of doubt, a Shareholder who exercises his voting power as set forth in Articles 46, 47, 48 and 54 in accordance with the R.O.C. Laws and these Articles shall be deemed to have attended and voted in person at the general meeting for the purposes of these Articles and the Law.
The proceedings regarding the general meeting and the voting in the general meeting not covered by these Articles shall be governed by the internal rules of the Company, as adopted and amended by an Ordinary Resolution of Members from time to time, which shall be in compliance with the Law, the Applicable Listing Rules and the Rules Governing the Conduct of Shareholders Meetings by Public Companie

PROXY

A Member may appoint a proxy to attend a general meeting on his behalf by executing a proxy form prepared by the Company stating therein the scope of power authorized to the proxy. A proxy need not be a Member.
A Member may only execute one proxy form and appoint one 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 or more written proxies from one Member, the first one received by the Company shall prevail unless an explicit statement to revoke the previous written proxy is made in the subsequent proxy, provided this subsequent proxy is received no later than five (5) days prior to the meeting date.
Where a Member has served a proxy and intends to attend the general meeting in person or exercise the voting rights in writing or by way of electronic transmission, a proxy revocation notice shall be made to the Company at least two (2) days prior to the scheduled date of the general meeting; otherwise, the voting power exercised by the appointed proxy at the meeting shall prevail.
In case a Member has exercised his voting power in writing or by way of electronic transmission in accordance with Article 48, and has also authorized a proxy to attend the general meeting on his behalf, then the voting power exercised by the authorized proxy for the said Member shall prevail.
The instrument appointing a proxy shall be expressed to be for a particular meeting only . Instruments of proxy shall be in the form approved by the Company and will include at least the following information: (a) instructions on how to complete such proxy, (b) the matters to be voted upon pursuant to such proxy, and (c) basic

identification information relating to the relevant Member, the proxy, and proxy solicitor (if any). To the extent permitted by the Law, the form of proxy instrument shall be provided together with the notice for the relevant general meeting, either through post or by electronic transmission, as the case maybe, to all Members on the same day.

Except for trust enterprises duly licensed under the Applicable Listing Rules or Shareholders’ Service Agencies approved by the R.O.C. competent authorities, where a Person acts as the proxy for two or more Members, 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.
56-1. For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TWSE, 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 TPEx or the TWSE to handle the administration of such general meeting (including but not limited to the voting for Shareholders of the Company).
The use of proxies and solicitation shall be subject to the Law, the relevant R.O.C. Laws, the relevant Applicable Listing Rules and in particular the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies of the R.O.C.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETING

Any corporation which is a Member of the Company may, by resolution of its board or other governing body, authorise such natural person as it thinks fit to act as its representative at any general meeting or at any meeting of a Class of Members of the Company.

DIRECTORS AND BOARD

(1) Unless otherwise determined by the general meeting, the number of Directors shall be a minimum of five (5) and a maximum of ten (10).
(2) A Director can be a natural person or a Juristic Person. Where a Director is a Juristic Person, it shall designate a natural person as its authorized representative to exercise, on its behalf, the duties of a director. Any natural person designated as an authorized representative by the corporate Director may be replaced by another natural person to be authorized by the corporate Director from time to time so as to fulfil the remaining term of the office of the predecessor.
(3) Where a Juristic Person acts as a Member, its authorized representative(s) may be nominated as a Director(s) provided such nomination is in accordance with these Articles.
(4) Directors shall be elected by the Members in general meeting. Notwithstanding

any other provision of these Articles, the principle of cumulative voting shall apply in any election of Directors pursuant to this Article. Each Member entitled to vote in such election shall have a number of votes equal to the product of (i) the number of votes conferred by such Member's shares and (ii) the number of Directors to be elected at the general meeting. Each Member may divide and distribute such Member's votes, as so calculated, among any one or more candidates for the directorships to be filled, or such Member may cast such Member's votes for a single candidate. At such election, the candidates receiving the highest number of votes, up to the number of Directors to be elected, shall be elected.

(5) The proceedings and the voting regarding the election of Directors not covered by these Articles shall be governed by the internal rules of the Company, as adopted and amended by an Ordinary Resolution of the Members from time to time, which shall be in compliance with the Law and the relevant Applicable Listing Rules.

(6) The qualification, formation, appointment, discharge, exercise of authority and other compliance of Directors shall be subject to and governed by the Applicable Listing Rules.

The Company shall adopt a candidate nomination mechanism for election of Directors which is in compliance with the Law and the Applicable Listing Rules. Subject to the Law and the Applicable Listing Rules, the Board shall establish detailed rules and procedures for such candidate nomination.
The term for which a Director will hold office shall be three years; thereafter he may be eligible for re-election. In case no election of new Directors is effected after expiration of the term of office of the existing Directors, the term of office of such Directors shall be extended until the time new Directors are elected and assume their office.
A Director may be discharged at any time by a Special Resolution 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 shall have a chairman (the “Chairman”) elected and appointed in term 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 shall externally represent the Company and internally preside as Chairman at every meeting of the Board and general meeting convened by the Board. To the extent the Chairman is not able to be present at a meeting of the Board, he shall designate one of the Directors to act on his behalf. In the absence of such designation, the attending Directors may choose one of them to be the chairman of the meeting of the Board.
A Director shall not be required to hold any Shares in the Company.
The remuneration of a Director may differ from other Directors, and shall be determined by the Board, regardless of the Company profits or losses of such year, in accordance with (i) the extent of a Director's involvement with the business

operations of the Company, (ii) the contribution of a Director to the Company, (iii) the prevailing industry standard and (iv) such other relevant factors.

65-1. (1) During the Relevant Period, the Board shall comply with the Applicable Listing Rules to establish a remuneration committee, which shall be composed of no less than three (3) members, of which one (1) member shall be an Independent Director (the “Remuneration Committee”).
(2) The professional qualifications of the Remuneration Committee members, the exercise of their powers, and other related matters shall comply with the Applicable Listing Rules.
(3) Upon the establishment of the Remuneration Committee, the Board shall adopt a charter for such Remuneration Committee, which shall comply with the Applicable Listing Rules.
When the number of Directors falls below five (5) due to a Director ceasing to act for any reason, the Company shall hold an election for Directors at the next general meeting. When the number of Directors falls short by one-third of the total number of Directors of the same term elected pursuant to these Articles, the Company shall convene an extraordinary general meeting within sixty (60) days of the occurrence of that fact to hold an election for Directors.

INDEPENDENT DIRECTORS AND THE AUDIT COMMITTEE

During the Relevant Period, the number of Independent Directors of the Company shall not be less than three (3) or not less than one-fifth of the total number of Directors, whichever is higher, one (1) of whom shall be domiciled in the R.O.C. (such domicile being registered with the government authorities). When an Independent Director ceases to act, resulting in a number of Independent Directors lower than the minimum number required by these Articles, an election for an Independent Director shall be held at the next general meeting. When all Independent Directors cease to act, the Company shall convene an extraordinary general meeting to hold an election of Independent Directors within sixty (60) days from the date on which the situation arose.
Independent Directors shall possess professional knowledge and there shall be restrictions on their shareholding and the positions they may concurrently hold. They shall maintain independence within the scope of their directorial duties, and may not have any direct or indirect interest in the Company. The professional qualifications, formation, appointment, discharge, exercise of authority, restrictions on shareholdings and concurrent positions held will be taken into account in assessing the independence of the Independent Directors, in compliance with the Applicable Listing Rules.
68-1. The election of Independent Directors shall be held pursuant to the Nomination System for the Candidates of Independent Directors and the Independent Directors shall be elected out of the nominated candidates. For so long as the Shares are

registered in Emerging Market or listed on the Taipei Exchange or TSE, the Company shall adopt a candidate nomination mechanism for the purpose of the appointment of Independent Directors in accordance with the Applicable Listing Rules. The rules and procedures for such candidate nomination shall be in accordance with policies approved by the Directors and by an Ordinary Resolution from time to time, which policies shall be in accordance with the Law, these Articles and the Applicable Listing Rules. Subject to these Articles and the Applicable Listing Rules, the Company shall additionally comply with the Guidelines Governing Election of Directors.

(1) The Company shall establish an Audit Committee.
(2) Where the Company has established an Audit Committee pursuant to these Articles, the Audit Committee shall comprise of all the Independent Directors. It shall not be fewer than three (3) Persons in number, one of whom shall be the convenor, and at least one of whom shall have accounting or financial expertise.
(3) A resolution of the Audit Committee shall be approved by a majority of all Audit Committee members.
(4) The qualification, formation, appointment, discharge, exercise of authority and other compliance of the Audit Committee shall be subject to and governed by the Applicable Listing Rules.
(1) Where the Company has established an Audit Committee pursuant to these Articles, the following matters shall be subject to the approval of the Audit Committee and be submitted to the Board for a resolution:
(a) the adoption or amendment of an internal control system;
(b) the assessment of the effectiveness of the internal control system;
(c) the adoption of or amendment to handling procedures for financial or operational actions of material significance, such as the acquisition or disposal of assets, derivatives trading, monetary loans to others, or endorsements or guarantees for others;
(d) a matter bearing on the personal interest of a Director;
(e) a transaction relating to material asset or derivatives trading;
(f) the granting or provision of a material monetary loan, endorsement, or provision of guarantee;
(g) the offering, issuance, or Private Placement of any equity-type securities; (h) the engagement or dismissal of an attesting chartered public accountant, or the compensation given thereto;
(i) the appointment or discharge of a financial, accounting, or internal auditing officer; and
(j) annual and semi-annual financial reports.
(2) With the exception of subparagraph (j), any other matters under the preceding paragraph (1) of this Article that has not been approved by the Audit Committee

may be undertaken upon the approval of two-thirds or more of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the meeting of the Board.

70-1. (1) Before any resolution of merger/consolidation and acquisition by the Board was made, the Company shall convene a meeting of Audit Committee to review the fairness and reasonableness of the plan and transaction of the merger/consolidation or acquisition, and shall report the reviewed results to the Board and the general meeting. However, if it is not required under the Law to convene a general meeting for the resolution of merger/consolidation and acquisition, the reviewed results are not required to be reported to the general meeting.

(2) When a meeting of Audit Committee reviews matters, it shall seek opinions from the independent expert on the justification of the Share Exchange ratio or distribution of cash or other assets to the Members.

(3) The reviewed results of the Audit Committee and opinions from the independent expert shall be delivered to the Members together with the notice of the general meeting. However, if a general meetings’ resolution of the merger/consolidation and acquisition is not required under the Law, reports for matters of the merger/consolidation and acquisition shall be announced at the next closest general meeting.

(4) If the Company announces the same content as in those documents of notice delivered to the Members according to the provisions of the preceding paragraph on a website designated by the R.O.C. competent authorities of securities and those documents are prepared at the venue of the general meeting by the Company for Members’ reference, those documents shall be deemed as having been sent to the Members.

POWERS AND DUTIES OF THE BOARD

Subject to the Law, these Articles, the Applicable Listing Rules and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Board in such manner as it shall think fit, which may pay all expenses in connection with business management, including but not limited to expenses incurred in setting up and registering the Company and may exercise all powers of the Company.
The Board may from time to time appoint any Person to hold such office in the Company as the Board may think necessary for the management of the Company, including but not limited to general manager and other managers, and for such term and at such remuneration as the Board may think fit. Any Person so appointed by the Board may be removed by the Board and shall have the power to perform such duties as may be delegated to them by the Board in accordance with the applicable internal rules of the Company, as adopted and amended by the Board.
The Board 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 the Board thinks fit. Any Secretary or assistant Secretary so appointed by the Board may be removed by the Board. The Secretary shall attend all general meetings and shall keep correct minutes of such meetings. He shall perform such other duties as are prescribed by the Law or as may be prescribed by the Board.

The Directors from time to time and at any time may establish any committees for managing any of the affairs of the Company; the Board may delegate any of their powers to committees consisting of such member or members of their body as the Board thinks 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 Board.
74-1. (1) The Directors shall exercise the duty of loyalty, with the due care of a good administrator, in conducting the business of the Company. If any violation of this Article causes the Company to suffer damages, such Director shall be liable for any such damages incurred. If the conduct in violation of this Article is for the benefit of the Director(s) or other(s), the earnings derived from such conduct may be deemed the earnings of the Company by an Ordinary Resolution adopted at the general meeting.
(2) If, in the course of conducting the business of the Company, the Director violates any applicable laws and regulations, which causes damages to another person, such Director and the Company shall be jointly and severally liable for any damages incurred by such person.
(3) The managers of the Company shall have the same liability for damages as the Directors when acting within the scope of his or her duties.
74-2. A Director (exclusive of any Independent Directors) 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 Special Resolution. 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.
74-3. Subject to the Applicable Listing Rules, any Director may appoint another Director to be his or her alternate and to act in such Director's place at any Board meeting. Every such alternate Director shall be entitled to attend and vote at the Board meeting as the alternate of the Director appointing him or her and where he or she is a Director to have a separate vote in addition to his or her own vote.
74-4. Subject to the Applicable Listing Rules, the appointment of the alternate Director 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 appointment is to be used, or first used, prior to the

commencement of the Board meeting.

DISQUALIFICATION AND CHANGES OF DIRECTORS

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

(a) commits a felony (including but not limiting to an offence under Statute for Prevention of Organizational Crimes of the R.O.C.) and has been adjudicated guilty by a final judgment, and has not started serving the sentence, has not completed serving the sentence, or five years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;

(b) has been sentenced to imprisonment for a term of more than one year for commitment of fraud, breach of trust or misappropriation, and has not started serving the sentence, has not completed serving the sentence, or two years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;

(c) has been adjudicated guilty by a final judgment for committing an offence under the Anti-Corruption Act of the R.O.C. during the time of his/her public service, and has not started serving the sentence, has not completed serving the sentence, or two years have not elapsed since completion of serving the sentence, expiration of the probation, or pardon;

(d) becomes bankrupt under the laws of any country or has been adjudicated of the commencement of the liquidation procedure by the court and has not been reinstated to his rights and privileges; or makes any arrangement or composition with his creditors generally;

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

(f) loses all or part of legal capacity as defined under the Applicable Listing Rules;

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

(h) dies or is found to be or becomes of unsound mind or a patient for any purpose of any statute or applicable law relating to mental health and the Directors resolved that his office is vacated;

(i) if he ceases to be a Director by virtue of, or becomes prohibited from being a Director by reason of, an order made under any provisions of any law or enactment;

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

(k) is removed from office pursuant to these Articles; or

(l) has been ordered to be discharged by the R.O.C. Courts on the grounds that such Director has, in the course of performing his duties, committed serious violations of the Law, Applicable Listing Rules or these Articles, or acts resulting in material damage to the Company, upon a petition by the Company or Member(s) to the R.O.C. Courts for remedies including the discharge of such Director, in accordance

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with the requirements of the Applicable Listing Rules or these Articles.

75-1. (1) A Director will be automatically discharged if, during his/her/its tenure, such Director transfers more than one half of the Shares held by him/her/it at the time of election; a Director will also be automatically discharged if the aggregated number of Shares transferred by such Director prior to and after the amendment of these Articles is more than one half of the Shares held by him/her/it at the time of election; unless otherwise, he/she/it is the Independent Director.
(2) If, after he/she/it is elected, a Director transfers more than one half of the Shares held by him/her at the time of election before he/she/it assumes office, or transfers more than one half of the total number of Shares held by him/her/it during the period prior to the general meeting where share transfer registration is suspended, the election of such Director shall become invalid; unless otherwise, he/she/it is the Independent Director.
75-2. If a Director creates a pledge on Shares exceeding one half of the Shares held by such Director at the time of election, the votes of the Shares in excess of such amount shall not be exercised or included in the votes at the general meeting.
Except as approved by the TPEx or the TWSE or the Commission, the following relationships shall not exist among more than half of the Company's Directors: (1) a spousal relationship; or (2) a familial relationship within the second degree of kinship as defined under the Applicable Listing Rules. If any of the foregoing relationships exist among the elected Directors, the election with respect to the one who received the lowest number of votes among those Directors shall be deemed invalid and void; if he has held the office of a Director, he shall cease to act as a Director.
76-1. (1) In the event of a complete re-election of the Board prior to the expiration of the Directors’ terms of office pursuant to the Applicable Listing Rules, such Directors, absent a resolution that the existing Directors will not be discharged until the expiry of their present terms of office, will be deemed to be discharged in advance.
(2) The general meeting for the re-election of the Board referred to in the preceding paragraph shall be attended by more than one-half of the total issued and outstanding Shares of the Company.
In case a Director has, in the course of performing his duties, committed any act resulting in material damages to the Company or in serious violation of applicable laws and/or regulations, but not discharged by a resolution of the general meeting, the Members(s) holding three percent (3%) or more of the total number of outstanding Shares of the Company may, within thirty (30) days after that general meeting, institute a lawsuit in the court for a judgment in respect of such matter and may choose Taiwan Taipei District Court as the court of first instance.
77-1. (1) Member(s) who holds one percent (1%) or more of the total issued and outstanding Shares of the Company for more than six months may submit a written request to the Independent Director on the Audit Committee to institute a lawsuit

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on behalf of the Company against the Director(s) and may choose Taiwan Taipei District Court as the court of first instance.

(2) If the Independent Director on the Audit Committee fails to institute a lawsuit within thirty (30) days of receiving the request pursuant to the preceding paragraph, such Member(s) may institute a lawsuit on behalf of the Company and may choose Taiwan Taipei District Court as the court of first instance.

PROCEEDINGS OF BOARD

During the Relevant Period, for the dispatch of business, the Directors shall convene and hold Board meetings (either within or without the Cayman Islands) at least once each quarter. In convening a meeting of the Board, a notice setting forth therein the subject(s) to be discussed at the meeting shall be given to each Director no later than seven (7) days prior to the scheduled meeting date. However, in the case of emergency, as determined by the Board, the Board meetings may be convened at any time where this has been agreed to by a majority of Directors.
A Director may participate in any meeting of the Board, or of any committee appointed by the Board of which such Director is a member, by means of visual communication equipment by way of which all Persons participating in such meeting can see and communicate with each other simultaneously and instantaneously, and such participation shall be deemed to constitute presence in person at the meeting.
A Director may appoint another Director as his proxy to attend a meeting of the Board, provided that the appointer shall deliver, with regard to each meeting, a power of attorney and state therein the scope of authority with reference to the subjects to be discussed at such meeting. However, no Director may act as proxy for two or more other Director.
Unless otherwise provided in these Articles, the quorum necessary for any Board meeting shall be more than one-half 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.
82.Unless otherwise provided in these Articles, the Law or the Applicable Listing Rules, matters arising at any meeting shall be decided by a majority of the Directors present at a Board meeting.
During the Relevant Period, no matters may be decided by the Board by ways of written resolution.
(1) A Director who in any way has a personal interest in the matter under discussion at a meeting of the Directors shall declare the essential contents of his personal interest to the Board meeting. In the merger/consolidation and acquisition involving the Company, a Director who has a personal interest in the transaction of merger/consolidation and acquisition shall explain to the Board and the general meeting the essential contents of such personal interest and the cause of his

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approval or dissent to the resolution of merger /consolidation or acquisition.

(2) Where the spouse, a blood relative within the second degree of kinship of a Director, or any holding/subordinate company of a Director has interests in the matters under discussion at a meeting of the Directors of the preceding paragraph, such Director shall be deemed to have a personal interest in the matter.

(3) A Director cannot exercise his own vote or by proxy on behalf of another Director in respect of any matter or proposed matter or arrangement if he may be interested therein and may cause damage to the Company’s interests. The voting right of such Director who cannot vote or exercise any voting right as prescribed above shall not be counted in the number of votes of Directors present at the Board meeting but shall still be counted in the quorum for such meeting.

Subject to these Articles, a Director other than an Independent Director may hold any other office or place of profit under the Company in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Board 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, a Director other than an Independent 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.
The Board shall cause all minutes to be duly entered in the books 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 Board and of any committee of the Board; and
(c) all resolutions and proceedings of all general meetings and of the Board and of committees of Directors.
Subject to these Articles, 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.
The meetings and proceedings of any committee shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any directions imposed by the Board.
89-1. Subject to the Applicable Listing Rules, when the chairman of a meeting of the

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Directors signs the minutes of such meeting the same shall be deemed to have been duly held.

89-2. 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.
89-3. The Board shall be entitled to release or disclose to any regulatory or judicial authority of the R.O.C. or Cayman Islands 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.
The proceedings regarding Board meetings not covered by these Articles shall be governed by the internal rules of the Company, as consented by the Board and reported to a general meeting from time to time, which shall be in compliance with the Law and the Applicable Listing Rules, particularly the Regulations Governing Procedure for Board of Directors Meetings of Public Companies. The Board may be authorized to amended the proceedings regarding Board meetings.

RESERVE

Subject to the Law, the Company may, after paying all taxes and duties, by Ordinary Resolution, set aside certain amount of its surplus profits as a special reserve (the "Special Reserve") for such purposes as may be approved by the shareholders by way of Ordinary Resolution.
Unless otherwise provided in the Law, the Applicable Listing Rules and these Articles, the Capital Reserve shall not be used except for offsetting the losses of the Company. The Company shall not use the Capital Reserve to offset its capital losses unless the Special Reserve is insufficient to offset such losses.

DIVIDENDS AND BONUSES

Subject to the Law and these Articles, the Company may declare dividends or bonuses in any currency to be paid to the Members when there is any surplus profit at the end of each quarter or the financial year.
93-1. Subject to the Law, 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.
93-2. Subject to Article 93-1, 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

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business of the Company or be invested in such investments as the Directors may from time to time think fit.

93-3. 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.
93-4. 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.
Subject to the preceding Article, the Law and the Applicable Listing Rules, the Company if has profits, shall distribute employee bonus and Director bonus according to the following percentages, and the proposal of the distribution of employee bonus and Director bonus shall be reported to the general meeting. In the event that the Company still has accumulated deficit, the profits, to the extent of such deficit, shall be set aside to make up the deficit
(a) no less than zero point five percent (0.5%) for bonuses to employees. When the employee bonuses will be paid in the form of new shares issued by the Company, the employees entitled to such share bonuses may include employees of Subordinate Companies satisfying certain criteria. The criteria shall be promulgated and amended by the Board from time to time;
(b) up to two percent (2%) for bonuses of Directors; and
94-1. (1) Subject to the Law and the Applicable Listing Rules, the Company may distribute its surplus profits and offset losses at the end of each quarter. The business report, the financial statements and the proposal relating to profit distribution and/or loss offsetting of the preceding three quarters shall be submitted to the Board for a resolution after being audited by Independent Directors who are members of the Audit Committee.
(2) When distributing surplus profits pursuant to the preceding paragraph, the Company shall estimate and reserve the tax payable and offset its losses in accordance with the laws.
(3) Where surplus profits are distributed pursuant to the preceding paragraph (1) of this Article, the Company, subject to the Law and the Applicable Listing Rules, may by Special Resolution have the whole or a part of the surplus profit distributable as dividends or bonuses distributed in the form of new shares for such purpose; any fraction of such newly issued shares shall be paid in cash. The whole or a part of the distributable dividends or bonuses, may, upon the approval of the Board, be paid in cash.
(4) When the Company distributes its surplus profits or offsets its losses pursuant to

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the preceding three paragraphs of this Article, such profit distribution or loss offsetting shall be based on financial statements audited or reviewed by a certified public accountant.

94-2. In the event that there is earnings surplus per the annual accounting result, such surplus shall first be used to pay tax, offset losses of previous years, and then be set aside as Special Reserve (if required), and the remainder, aside from the amount which the Board resolved not to distribute and be reserved as retained earnings, shall be distributed to Members as cash dividend and/or stock dividend, pursuant to the distribution proposal made by the Board and to be approved by the general meeting.
The dividend policy of the Company is in consideration of the stable development, sustainable development, funding needs, sound financial structure and protection of shareholder interests of the Company and therefore the ratio of dividends to Members shall not be less than 10% of the distributable earnings surplus, and the distribution can be made in cash or in stock where the amount of cash dividends distributed thereupon shall not be less than 50% of the total amount of dividends. In the event that the Company has no accumulated loss, the Company may consider the finance, business and operation aspects of the Company and distribute all or part of the Legal Reserve and Capital Reserve pursuant to the Law and regulations prescribed by the competent authorities.
(1) Where dividends or bonuses are declared in accordance with the preceding Article, the Company, subject to the Law and the Applicable Listing Rules, may by Special Resolution have the whole or a part of the surplus profit distributable as dividends or bonuses distributed in the form of new shares for such purpose; any fraction of such newly issued shares shall be paid in cash.
(2) Where dividends or bonuses are declared in accordance with the preceding Article, the Company may, upon the approval of a majority of the Board present at a Board meeting attended by two-thirds or more of Directors, have the whole or a part of the surplus profit distributable as dividends or bonuses paid in cash; and in addition thereto a report of such distribution shall be submitted to the general 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 Board.
The books of account shall be kept at the Registered Office or at such other place or places as the Board thinks fit, and shall always be open to the inspection of each Director.
After the end of each financial year, the Board shall prepare and submit: (1) the business report; (2) the financial statements and accompanying documents, as required by the Law and the Applicable Listing Rules (the "Financial Statements");

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and (3) any proposal relating to profit distribution and/or loss offsetting in accordance with these Articles for adoption by the annual general meeting. Upon adoption at the annual general meeting, the Board shall distribute to each Member copies of the Financial Statements and the resolutions relating to profit distribution and/or loss offsetting.

The Company may notify Members by way of a public announcement of the statements and resolutions mentioned in the previous paragraph.
The documents prepared by the Board in accordance with the preceding Article shall be made available at its Shareholders’ Service Agent’s office in the R.O.C. before ten (10) days of the annual general meeting, and any Members is entitled to inspect such documents during normal business hours of such service agent.
The Board shall keep copies of this Memorandum of Association, these Articles, the minutes of every general meeting, the Financial Statements, the Register and the counterfoil of corporate bonds issued by the Company at its Shareholders’ Service Agent’s office in the R,O.C.. Any Member may request at any time, by submitting evidentiary document(s) to show his interests involved and indicating the scope of requested matters, access to inspect, transcribe and to make copies of the above documents and the Company shall make its Shareholders’ Service Agent to provide with the access.
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 Board, or required by the Law or the Applicable Listing Rules.
101-1. Subject as otherwise provided in these Articles, 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 Board 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.

CAPITALISATION OF RESERVE

Subject to the Law, where the Company incurs no loss, it may, by a Special Resolution, capitalize the Legal Reserves and the Capital Reserve specified below, in whole or in part, by issuing new, fully paid shares to the Members in proportion to the number of shares held by each of them:
(a) Share Premium Account.
(b) income from endowments received by the Company.
Where the Legal Reserve is distributed by issuing new shares, only the portion of

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Legal Reserve which exceeds 25 percent of the paid-in capital may be distributed.

Subject to the requirements of the Law, the Board may make any arrangements it thinks fit to resolve a difficulty arising in the distribution of a Capitalised Reserve, including without limitation, Shares distributable in fractions.
104-1. Subject to the Applicable Listing Rules and the Law, the Company may, with the authority of Special Resolution :
(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 any of the actions contemplated by these Articles.

TENDER OFFER

During the Relevant Period, within seven (7) days after the receipt of the copy of a tender offer application form and relevant documents referred to in the Applicable Listing Rules by the Company or its litigation or non-litigation agent appointed pursuant to the Applicable Listing Rules, the Board shall resolve to recommend to the Members whether to accept or object to the tender offer and make a public announcement of the following:
(a) the types, numbers and amount of the Shares held by the Directors and the Members holding more than ten percent (10%) of the outstanding Shares in its own name or in the name of other Persons;
(b) the recommendations to the Members 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) therefore;
(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; and
(d) the types, numbers and amount of the Shares of the tender offeror or its affiliates

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held by the Directors and the Members holding more than ten percent (10%) of the outstanding Shares held in its own name or in the name of other Persons.

WINDING UP

Subject to the Law, the Company may be wound up by a Special Resolution passed by the Members. If the assets available for distribution amongst the Members 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 Members in proportion to the number of the Shares held by them. If in a winding up the assets available for distribution amongst the Members 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 Members 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.
Subject to the Law, 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, divide amongst the Members 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 Members 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 Members as the liquidator shall think fit, but so that no Member 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 (10) 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.

NOTICES

Subject to the Law and except as otherwise provided in these Articles, any notice or document may be served by the Company to any Member 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 Member at his address as appearing in the Register, or, to the extent permitted by the Law and the Applicable Listing Rules, by posting it on a website designated by the Commission or the TPEx or the TWSE or the Company’s website, or by electronic means by transmitting it to any electronic mail number or address such Member may have positively confirmed in writing for the purpose of such service of notices. In the case of joint Members, all notices shall be given to that one of the Members whose name

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stands as their representative in the Register in respect of the joint holding.

Any Member 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 including the purpose for which such meeting was convened.
Any notice or other document, if served by:
(a) post, 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) 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, subject to the Law.
Any notice or document delivered or sent by post to or left at the registered address of any Member in accordance with the terms of these Articles shall notwithstanding that such Member 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 Member as sole or joint Member.
Notice of every general meeting of the Company shall be given to all Members holding Shares with the right to receive notice as at the record date and who have supplied to the Company an address for the giving of notices to them. No other Person shall be entitled to receive notices of general meetings.

OFFICES OF THE COMPANY

The Registered Office of the Company shall be at such address in the Cayman Islands as the Board shall from time to time determine. The Company, in addition to its Registered Office, may establish and maintain an office in the Cayman Islands or elsewhere as the Board may from time to time determine.

CORPORATE GOVERNANCE

(1) During the Relevant Period, the proceedings regarding acquisition and disposal of assets of the Company (including financial derivatives trading), loan of funds and making of endorsement/guarantees shall be governed by the internal rules of the Company, which shall be in compliance with the Law and the Applicable Listing Rules. The enactment and amendment of such internal rules shall be approved by an Ordinary Resolution of Members.
(2) During the Relevant Period, the proceedings regarding related party transactions shall be governed by the internal rules of the Company, as adopted and amended by

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the Board from time to time, which shall be in compliance with the Law and the Applicable Listing Rules.

During the Relevant Period, the internal control system will be established by the Board which shall be in compliance with the Law and the relevant Applicable Listing Rules.

FINANCIAL YEAR

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

SEAL

The Company shall have one or more Seals, as the Board may determine. No Seal shall be used without the authority of the Board or of a committee of the Board authorised by the Board in that behalf. Subject as otherwise provided in these Articles, any instrument to which a Seal is affixed shall be signed by one Director or the Secretary or by such other person or persons as the Board may appoint, either generally or in any particular case, save that as regards any certificates for shares or debentures or other securities of the Company the Board may by resolution determine that such signatures or either of them shall be dispensed with or affixed by some method or system of mechanical signature.

CORPORATE SOCIAL RESPONSIBILITY

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 when conducting business.

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Appendix 2. Rules of Procedure for Shareholders’ Meetings

Article 1 To establish a strong governance system and sound supervisory capabilities for the company's shareholders' meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies.
Article 2 The rules of procedures for the company's shareholders' meetings, except as otherwise provided by law, regulation, or the Memorandum and Articles of Association, shall be as provided in these Rules.
Article 3 Unless otherwise provided by law or regulation, the company's shareholders' meetings shall be convened by the Board of Directors.
Thirty days before the company convenes an annual shareholders’ meeting or fifteen days before an extraordinary shareholders’ meeting, the company shall prepare electronic files of the meeting notice, proxy form, explanatory materials relating to proposals for ratification, matters for deliberation, election or dismissal of directors or supervisors, and other matters on the shareholders’ meeting agenda, and upload them to the Market Observation Post System (MOPS). Twenty-one days before the company is to convene an annual shareholders’ meeting, or fifteen days before it convenes an extraordinary shareholders' meeting, it shall prepare an electronic file of the shareholders’ meeting agenda handbook and the supplemental materials referred to in the preceding paragraph, and upload it to the MOPS. Fifteen days before the company is to convene a shareholders’ meeting, it shall prepare the shareholders’ meeting agenda handbook and supplemental materials and make them available for the shareholders to obtain and review at any time. In addition, the handbook shall be displayed at the company and its stock registrar and transfer agent, and distributed on-site at the meeting. Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motione. Where re-election of all directors and supervisors as well as their

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inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

Shareholders holding 1% or more of the total number of outstanding shares of the Company may submit a written proposal to the Company for discussion at an annual general meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. When any of the circumstances provided in Paragraph 4 of Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda.

Prior to the book closure date before an annual shareholders' meeting is held, the company shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the period for acceptance of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the annual general meeting and take part in discussion of the proposal.

The company shall, prior to the delivery of the shareholders' meeting notice, inform all the shareholders submitting proposals of the proposal screening results, and shall list in the shareholders' meeting notice the proposals conforming to the requirements set out in the Rules. At the shareholders' meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4 For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the company and stating the scope of the proxy's authorization.

A shareholder shall provide one proxy form to appoint one proxy only. The form shall be delivered to the company five days prior to the date of the shareholders' meeting. When more than one proxy forms are delivered, the one received the earliest shall prevail. However, this restriction does not apply to the withdrawal of prior proxy engagements.

Once the letter of authorization is delivered to the company, if the shareholder intends to attend the meeting in person, he/she may notify the company to withdraw the letter of authorization in writing at least two (2) days prior to the shareholders' meeting. If the withdrawal statement did not arrive in time, the voting rights of the proxy shall prevail.

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Article 5 (Principles determining the time and place of a shareholders' meeting) 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. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

Article 6 (Preparation of documents such as the attendance book)

The company shall establish a attendance book for shareholders or their proxies (hereafter referred to as shareholder) to sign in, or the shareholders present shall turn in a sign-in card.

The company shall furnish attending shareholders with the meeting handbook, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of Directors or Supervisors, pre-printed ballots shall also be furnished.
Shareholders and their 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 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 has been delegated to attend the shareholders' meeting, only one person should be delegated as proxy.
Article 7 (The chairperson and non-voting participants of a shareholders' meeting) If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired 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 Chairperson is also on leave or for any reason unable to exercise the powers of the Vice Chairman, the Chairman shall appoint one of the managing directors to act as the chairperson of the meeting, or, if there are no managing directors, one of the directors shall be appointed to act as the meeting chairperson. Where the Chairman does not make such a designation, the managing directors or the directors shall select one person from among themselves to serve as the meeting chairperson. It is advisable that shareholders' meetings convened by the Board of Directors be attended by a majority of the Directors.
If a shareholders' meeting is convened by a party with the 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

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select a chairperson from among themselves.

The company may appoint its attorneys, certified public accountants, or related persons to attend a shareholders' meeting in a non-voting capacity.

Article 8 (Documentation of a shareholders' meeting by audio or video)
The company shall make an uninterrupted audio and video recording of the entire shareholders' meeting, and the recorded content shall be retained for at least one year. If, however, a shareholder files a lawsuit based on Article 189 of the Company Act, the recordings shall be retained until the conclusion of the litigation.
Article 9 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 or sign-in cards handed and the number of shares of voting rights are exercised in writing or electronically. The chairperson shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairperson 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 and the attending shareholders still represent less than one third of the total number of issued shares, the chairperson shall declare the meeting adjourned.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, Paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month.
If, prior to conclusion of the meeting, the attending shareholders represent more than half of the total number of issued shares, the chairperson may resubmit the tentative resolutions for a vote at the shareholders' meeting pursuant to Article 174 of the Company Act.

Article 10 (Discussion of proposals)

If a shareholders' meeting is convened by the Board of Director, the agenda shall be determined by the Board of Directors. The meeting shall be convened according to the scheduled agenda. The agenda shall not be altered without a resolution adopted at the shareholders' meeting.
The provisions of 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.

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The chairperson may not arbitrarily declare the adjournment of the meeting before the end of proceedings (including extempore motions). If the chairperson 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 chairperson in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chairperson shall allow ample opportunity during the meeting for explanation and discussion of the proposals and of the amendments or extempore motions put forward by the shareholders. When the chairperson is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chairperson may announce the end of the discussion and call for the vote.

Article 11 (Shareholder speech)

Before speaking, the attending shareholder shall complete the speaker’s slip indicating the subject of speech, shareholder’s account number (or the attendance card number) and account name. The sequence of speeches shall be determined by the chairperson.
A shareholder who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. If the contents of speech are inconsistent with the contents of speaker's slip, the contents of speech shall prevail.
Except with the consent of the chairperson, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chairperson may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairperson and the shareholder that has the floor; the chairperson shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives may speak on the same proposal.

After an attending shareholder has spoken, the chairperson may respond in person or appoint relevant personnel to respond.

Article 12 (Calculation of voting shares and recusal system)

Voting at a shareholders' meeting shall be calculated based the number of shares.

For the resolutions of the shareholders' meeting, the number of shares of the

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non-voting shareholders is not included in the total number of issued shares. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The shares of the unexecuted voting rights shall not be calculated in the voting number of the attending shareholders.

Except for the trust business or the stock agency approved by the securities regulatory authority, when one person is entrusted by two or more shareholders at the same time, the proxy voting rights shall not exceed three percent of the total voting rights of the issued shares. If it does, the exceeding voting rights are not calculated.

Article 13 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, Paragraph 2 of the Company Act.

When the company holds a shareholders meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders' meeting notice. A shareholder exercising voting rights by correspondence or electronic means shall be regarded as having personally attended the meeting. However, the shareholder shall be regarded as having forfeited voting rights for extraordinary motions or amendments to the original motion.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company two days before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail. However, this restriction does not apply when a declaration is made to cancel the earlier declaration of intent. Once the shareholder has exercised his/her voting right by correspondence or electronic mean, if he/she intends to attend the meeting in person, he/she shall withdraw the intention statement in the same way the voting right is to be exercised at least two (2) days prior to the shareholders' meeting. If the withdrawal did not arrive in time, the voting rights exercised by correspondence or electronic mean shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in the company's

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Articles of Incorporation, the adoption of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of voting, the total number of voting rights of the present shareholders shall be announced by the chairperson or the personnel who he designates case by case.

The proposal is deemed to be passed if all present shareholders have no objections upon the consultation of the chairperson, and its validity is the same as that of voting. If there is any objection, it shall be resolved by voting as specified in the preceding paragraph.

When there is an amendment or an alternative to a proposal, the chairperson 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. If one of the proposals has been passed, the other proposals shall be deemed rejected, and no further voting shall be required.

Scrutineers and vote counting personnel for the voting on a proposal shall be appointed by the chairperson, 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.

Article 14 (Election of directors and supervisors)

The election of directors or supervisors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by the company, and the voting results shall be announced on-site immediately.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the scrutineers and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit based on Article 189 of the Company Act, the recordings shall be retained until the conclusion of the litigation.
Article 15 Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chairperson of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The production and distribution of the meeting minutes may be effected by electronic means.
The distribution of the meeting minutes as described in the preceding paragraph may be conducted by a public announcement on the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chairperson's full name, the methods by which resolutions

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were adopted, and a summary of the deliberations and their results, and shall be retained for the entire duration of the existence of the company.

With regard to the resolution methods in the preceding paragraph, if no objection is voiced by any of the shareholders when inquired by the chairperson, the wordings, "The proposal is approved by a unanimous consent of all attending shareholders upon inquiry from the chairperson", shall be recorded. For proposals where shareholders voice objections, the adoption of ballot casting method, number of votes, and its percentage of total shall be clearly stated.

Article 16 (Public disclosure)

On the day of a shareholders' meeting, the 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.

If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange) regulations, the company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 17 (Maintaining order at the meeting place)
Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.
The chairperson may direct the inspectors or security personnel to help maintain order at the meeting place. The pickets or security personnel shall wear armbands with the word "Picket" when maintaining order.
At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the company, the chairperson may stop the shareholder from so doing.
If the shareholder violates the rules of procedures and defies the chairperson's instruction, and obstructs the proceedings and refuses to stop, the chairperson may direct the pickets or security personnel to escort the shareholder out of the venue.
Article 18 (Recess and resumption of a shareholders' meeting)
When a meeting is in progress, the chairperson may announce a break based on time considerations. If a force majeure event occurs, the chairperson may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the agenda set by the shareholders' meeting cannot be finished before the

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end of the proceedings (including the extempore motions), the shareholders' meeting may pass a resolution to adopt a new venue.

The shareholders' meeting may, in accordance with the provisions of Article 182 of the Company Act, decide to postpone or resume the assembly within five days.

Article 19 These Rules, and any amendments hereto, shall be implemented after adoption by shareholders' meetings.

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Appendix 3. Code of Ethical Conduct for Directors and Managers

Article 1 Purpose and basis for adoption

For the purpose of making the directors, managerial officers of the company (including general managers, assistant general managers, all department managers, and other persons authorized to manage affairs and sign documents on behalf of a company) to act in line with ethical standards, and to help the stakeholders better understand the ethical standards of the company.

Article 2 Content of the code

I. Prevention of conflicts of interest:

(I)Conflicts of interest occur when personal interest intervenes or is likely to intervene in the overall interest of the company, as for example when a director, supervisor, or managerial officer of the company is unable to perform their duties in an objective and efficient manner, or when a person in such a position takes advantage of their position in the company to obtain improper benefits for either themselves or their spouse, parents, children, or relatives within the second degree of kinship.

(II)The company shall establish a policy aimed at preventing conflicts of interest, and shall offer appropriate means for directors, supervisors, and managerial officers to voluntarily explain whether there is any potential conflict between them and the company. The company shall pay special attention to loans of funds, provisions of guarantees, and major asset transactions or the purchase (or sale) of goods involving the affiliated enterprise at which a director, supervisor, or managerial officer works.

II. Minimizing incentives to pursue personal gain

The company shall prevent its directors, supervisors, or managerial officers from engaging in any of the following activities: (1) Seeking an opportunity to pursue personal gain by using company property or information or taking advantage of their positions. (2) Obtaining personal gain by using company property or information or taking advantage of their positions. (3) Competing with the company. When the company has an opportunity for profit, it is the responsibility of the directors,

supervisors, and managerial officers to maximize the reasonable and proper benefits that can by obtained by the company.

III.Confidentiality:

(I) The directors, managerial officers of the company shall be bound by the obligation to maintain the confidentiality of any information regarding company internal information and secrets involving company operation
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due to their attendance of executive meetings or Board of Directors meetings.

(II) The directors, managerial officers of the company shall be bound by the obligation to maintain the confidentiality of any information regarding the company itself or its suppliers and customers, except when authorized or required by law to disclose such information.
(III) Confidential information also includes any undisclosed information that, if exploited by a competitor or disclosed, could result in damage to the company or the suppliers and customers.

IV.Fair trade:

Directors and managerial officers shall treat all customers, competitors, and employees fairly, and may not obtain improper benefits through manipulation, nondisclosure, or misuse of the information learned from their positions, or through misrepresentation of important matters, or through other unfair trading practices.

V. Safeguarding and proper use of company assets:
All directors and managerial officers shall safeguard company assets as much as they can and to ensure that they can be effectively and lawfully used for official business purposes; any theft, avoidance in care, or waste of the assets will all directly impact the company's profitability.
VI.Legal compliance:

Except for complying with company internal regulations, the directors and managerial officers shall comply with the Securities and Exchange Act and other applicable laws, regulations, and bylaws as their principles of business execution.

VII.Encouraging reporting on illegal or unethical activities:

(I) The company will strengthen the advocacy of ethical concepts internally. If employees suspect in good faith or identify violations of the company rules, this code, and government laws and regulations, they can list the discovered facts anonymously and send them to the human resources department through the channels for employees to make complaints. The reported content will be handled by the head of the human resources department.
(II) The employees of the company may also report to a supervisor, managerial officer, internal auditing manager, or other appropriate individuals.
(III) For all whistle-blowing actions from the employees, the company shall use its best efforts to ensure confidentiality of the incident reported, guard the safety of informants, and protect them from reprisals.
VIII.Disciplinary measures:
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(I) When a director, a managerial officer violates the code of ethical conduct, the incident shall be reported to and handle by the Board of Directors to decide on the subsequent disciplinary measures, and shall, depending on the importance, disclose on MOPS the date of the violation by the violator, reasons for the violation, the provisions of the code violated, and the disciplinary actions taken, etc.
(II) If the company's interests are affected by unintentional or accidental actions, supporting documents must be provided to explain to the Board of Directors. If the actions are proved to be unintentional or accidental, the company will clarify the explanation at the MOPS website depending on its materiality.

Article 3 Procedures for exemption

The code of ethical conduct adopted by the company must require that any exemption for directors and managerial officers from compliance with the code be adopted by a resolution of the Board of Directors, and that information on the name and title of the persons being approved for exemption, the date on which the Board of Directors adopted the resolution for exemption, objections or reservations of independent directors, and the period of, reasons for, and principles behind the application of the exemption be disclosed in real-time on the MOPS so that the shareholders can obtain such information and evaluate the appropriateness of the board resolution to forestall any arbitrary or dubious exemption from the code, and to safeguard the interests of the company by ensuring appropriate mechanisms for controlling any circumstance under which such an exemption occurs to protect the company. Article 4 Method of disclosure

The company shall disclose the code of ethical conduct it has adopted, and any amendments to it, in its annual reports and prospectuses and on the MOPS. Article 5 Enforcement

The code of ethical conduct, and any amendments to it, shall enter into force after it has been adopted by the Board of Directors and submitted to the shareholders' meeting.

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Appendix 4. Procedures for Election for Directors

Article 1 To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2 Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.
Article 3 The overall composition of the board of directors shall be taken into consideration in the selection of this Corporation's directors. 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, and industry experience.

Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:

The ability to make judgments about operations.

Accounting and financial analysis ability.

Business management ability.

Crisis management ability.

Knowledge of the industry.

An international market perspective.

Leadership ability.

Decision-making ability.

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.

The board of directors of this Corporation shall consider adjusting its composition based on the results of performance evaluation.

Article 4 The qualifications for the independent directors of this Corporation shall

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comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. The election of independent directors of this Corporation shall comply with Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with Article 24 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 5 Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. When the number of directors falls below five due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation’s articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

Article 6 The cumulative voting method shall be used for election of the directors at this Corporation. 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 7 The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. Article 8 The number of directors will be as specified in this Corporation's articles of incorporation, with voting rights separately calculated for independent and

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non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

Article 9 Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article 10 A ballot is invalid under any of the following circumstances: The ballot was not prepared by a person with the right to convene.
A blank ballot is placed in the ballot box.

The writing is unclear and indecipherable or has been altered.

The candidate whose name is entered in the ballot does not conform to the director candidate list.
Other words or marks are entered in addition to the number of voting rights allotted.
Article 11 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 numbers of votes with which they were elected, shall be announced by the chair on the site.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 12 The board of directors of this Corporation shall issue notifications to the persons elected as directors.
Article 13 These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.
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Appendix 5. The Impact of Issuance of Bonus Shares Proposed in this Shareholders’ Meeting on the Company’s Business Performances and Earnings per Share

Unit: Except for cash dividends per share and earnings per share expressed in NT$ dollar, the rest is NT$ thousand dollar

in NT$dollar,the rest is NT$thousand dollar	in NT$dollar,the rest is NT$thousand dollar	in NT$dollar,the rest is NT$thousand dollar
Year			2021
Item			(estimation)
Paid-in capital at the beginning			505,535
Dividend and stock dividend this year	Cash dividendper share(NT dollars)		3.92915417
	Stock dividend from retained earnings transferred to capital increase(shares)(Note 1)		0.15
	Stock dividend from capital reserve transferred to capital increase(shares)
Changes to operating performances	Operating profit		N/A(Note 2)
	Increasing (decreasing) percentage of operating profit compared with the sameperiod lastyear
	Net income after tax
	Increasing (decreasing) percentage of net income after tax compared with the same period lastyear
	Earningsper share
	Increasing (decreasing) percentage of earnings per share compared with the same period last year
	Annual average rate on investment (reciprocal of annualprice-earnings ratio)
Proforma earnings per share and price-earnings ratio	If all the retained earnings transferred to capital increase were distributed by cash dividend	Proforma earnings per share(NT dollars)
		Proforma annual average rate on investment
	If capital reserve transferred to capital	Proforma earnings per share(NT dollars)

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	increase was not conducted	Proforma annual average rate on investment
	If capital reserve transferred to capital increase and all the retained earnings transferred to capital increase distributed by cash dividend were not conducted	Proforma earnings per share(NT dollars)
		Proforma annual average rate on investment

Note1 ： Will be approved by 2021 Regular shareholders meeting Note2 ： Not applicable because the company doesn’t publicize financial estimation.

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Appendix 6. Shareholding of All Directors

Lemtech Holdings Co., Limited

Shareholding of All Directors

I. As of April 30, 2021, the date for suspension of share transfer for this annual shareholders' meeting, the company's paid-in capital is NT$543,769,800, and the total number of outstanding shares is 54,376,980.
II. Details of shareholding of all directors on April 30, 2021, the date for suspension of share transfer:

Title	Name	Date elected	Current number of shares held	Current number of shares held
			Shares	Percentage of shareholding
Chairman	Hsu, Chi-Feng	2018.6.11	7,288,906	13.40%
Vice Chairman	Chan Kim Seng Maurice	2018.6.11	5,100,708	9.38%
Director	Ye, Hang	2018.6.11	4,989,921	9.18%
Director	Tan, Yong	2018.6.11	2,012,599	3.70%
Independent director	Yang, Rui-Long	2018.6.11	0	0.00%
Independent director	Yu, Chi-Min	2018.6.11	0	0.00%
Independent director	Lee, Wei-Ming	2018.6.11	0	0.00%
Total shareholding of directors			19,392,134	35.66%

Note 1: Article 26 of the Securities and Exchange Act is not applicable to us.

Note 2: We have set up the Audit Committee; therefore, shareholding of supervisors is not applicable.

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AI assistant

Lemtech-KY — AGM Information 2021

52435_rns_2021-07-23_b893d760-2bf1-41bd-9a57-979b43e6d3c4.pdf

Lemtech Holdings Co., Limited

2021 Annual General Shareholders’ Meeting Handbook

Table of Content

Lemtech Holdings Co., Limited

Procedure for the 2021 Annual Shareholders’ Meeting

II. Meeting Agenda

(I) Reporting Matters

(II) Proposals Matters

(III) Discussion Matters

(IV) Election Matters

Result ：

V. Other Proposals

VI. Extemporary motions

VII. Adjournment

Attachment 1. 2020 Business Report

Dear shareholders,

II. 2021 Business Plan

(I) Management guidelines

(II) Major production and marketing policy

Attachment 2. 2020 Audit Report by Audit Committee

Lemtech Holdings Co., Limited Audit Report by Audit Committee

Attachment 3. Comparison Table of the "Code of Ethical Conduct for Directors and Managers" before and after the Amendments

Attachment 4. 2020 Auditors’ Report and Financial Statements

Independent Auditors' Report

Audit opinion

Basis for Auditor's Opinions

Key Audit Matters

Responsibility of the management and the governing body for the consolidated financial statements

Auditor's responsibilities for the audit of the consolidated financial statements

Notes to Readers

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Lemtech Holdings Co., Limited and its subsidiaries Consolidated Balance Sheet

Units: NT$1,000

(Continued from previous page)

(Continued from previous page)

Attachment 5. 2020 Annual Profit Distribution Table

Lemtech Holdings Co., Limited

Annual Profit Distribution Table

2020

Attachment 6. Comparison Table of the "Memorandum and Articles of Association" before and after the Amendments

Amended Content

Amended Content

Amended Content

Amended Content

Attachment 7. Comparison Table of the "Procedure for Election of Directors" before and after the Amendments

Amended Content

Attachment 8 . Comparison Table for Amended and Restated Memorandum and Articles of Association

Appendix 1. Memorandum and Articles of Association

TENTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF

LEMTECH HOLDINGS CO., LIMITED

TENTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF LEMTECH HOLDINGS CO., LIMITED

INTERPRETATION

SHARES

MODIFICATION OF RIGHTS

REGISTERS

DELIVERY OF SHARES

REPURCHASE OF SHARES

TREASURY SHARES

FRACTIONAL SHARES

GENERAL MEETINGS

VOTES OF MEMBERS

PROXY

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETING

DIRECTORS AND BOARD

commencement of the Board meeting.

DISQUALIFICATION AND CHANGES OF DIRECTORS

PROCEEDINGS OF BOARD

RESERVE

DIVIDENDS AND BONUSES

CAPITALISATION OF RESERVE

TENDER OFFER

WINDING UP

NOTICES

OFFICES OF THE COMPANY

CORPORATE GOVERNANCE

FINANCIAL YEAR

SEAL

Lemtech-KY AGM Information 2021

Result `：`