Les enphants — Proxy Solicitation & Information Statement 2022

Dec 13, 2022

Stock Code: 2911

les enphants Co., Ltd.

2022 First Extraordinary Shareholders' Meeting

Meeting Handbook

December 30, 2022

Table of Contents

Page

Meeting Procedure 1

Meeting Agenda 2

Reporting Matters 3

Discussions 3

Extraordinary Motions 4

Attachments

1. Explanation of the private placement of common shares 5

2. The list of possible placees and the relationship between the placees and the company 8

3.Comparison Table of Procedures for Making Endorsements and Guarantees 9

Appendices

1.Rules and Procedure of Shareholders Meeting 11

2.Articles of Incorporation 14

1. Procedures for Making Endorsements and Guarantees 19

2. Shareholding of All Directors 25

les enphants Co., Ltd.

2022 First Extraordinary Shareholders' Meeting Procedure

1. Calling the Meeting to order (Announcement of the number of shares in attendance)
2. Chairperson takes the chair
3. Chairperson Remarks
4. Reporting Matters
5. Discussions
6. Extraordinary Motions
7. Extraordinary Motions

les enphants Co., Ltd.

2022 First Extraordinary Shareholders' Meeting Agenda

1. Means of Meeting: Physical Shareholders' Meeting
2. Time: 9 a.m., December 30, 2022 (Friday)
3. Venue: Education Training Center at B1, No. 60, Alley 321, Yangguang St., Neihu Dist., Taipei City
4. Calling the Meeting to order
5. Chairperson Remarks
6. Reporting Matters:
7. Suzhou Les Enphants Endorsement Guarantee Balance Exceeded Explanation and Improvement Plan Implementation Report.
8. Discussion:
9. The private placement of common shares.
10. Amendments to the Procedures for Making Endorsements and Guarantees.
11. Extraordinary Motions:
12. Adjournment

Reporting Matters

Proposal 1:

Suzhou Les Enphants Endorsement Guarantee Balance Exceeded Explanation and Improvement Plan Implementation Report.

1 After the 2022 semi-annual financial report was passed, Suzhou Les Enphants recognized a loss, resulting in a negative net value, and the endorsement guarantee limit was 0, which resulted in exceeding the limit。

2. Shanghai Les Enphants has approved the capital increase of Suzhou Les Enphants by USD 13 million on 2022/9/22, and the implementation was completed on 2022/11/3.

Discussions

Agenda 1

Summary: Please discuss the private placement of common shares.(proposed by the Board)

Explanation: In order to enrich working capital, repay bank loans, and consider factors such as financing costs, it is planned to conduct private placement of common shares in accordance with Article 43-6 of the Securities and Exchange Act. The relevant content is shown in Attachment 1、2.

(Please refer to #page 5-8#)

Resolution:

Agenda 2

Summary: Please discuss the Amendments to the Procedures for Making Endorsements and Guarantees. (proposed by the Board)

Explanation: In line with the revision of relevant laws and regulations, it is proposed to revise some provisions of the Procedures for Making Endorsements and Guarantees as in Attachment 3.

(Please refer to #page9#)

Resolution:

Extraordinary Motions:

Adjournment

[Attachment 1]

Explanation of the private placement of common shares

In order to enrich working capital, repay bank loans, and consider factors such as financing costs, it is planned to conduct private placement of common shares in accordance with Article 43-6 of the Securities and Exchange Act:

(一)The limit on the private placement and issuance

1. The total amount is limited to no more than 30 million shares, with a face value of NT$10 per share, and will be processed in installments within one year from the date of passing the resolution of the shareholders' meeting.

2. The total amount of private placement depends on the issue price and the actual number of shares issued。

(二)The basis and reasonableness of the private placement pricing:

1. It shall be the higher of the following two calculations as the reference price :

(1)The simple average closing price of the common shares of the TWSE listed or TPEx listed company for either the 1, 3, or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction

(2) The simple average closing price of the common shares of the TWSE listed or TPEx listed company for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction.

1. The actual pricing date and issue price of this private placement are proposed to be submitted to the shareholders' meeting for a resolution, and the basis for determining the private placement price is no less than 80% of the above reference price, and the board of directors is authorized to make a decision depending on the situation of the specific person and market conditions in the future.

2. The pricing method is in accordance with the provisions of the " Directions for Public Companies Conducting Private Placements of Securities" and refers to the recent stock trading market price, which should be reasonable

(三)The reason and rationality of the private placement price if it is lower than the par value of the stock:

The closing price of the company in the centralized market in recent years has not exceeded the par value. According to the current laws and regulations and the above pricing method, the price of common shares in this private placement may be lower than the par value. In addition to being transferable in accordance with Article 43-8 of Securities and Exchange Act, there is a restriction on free transfer within three years, so if the actual price of private placement is lower than the face value, it is reasonable. If the accumulated loss increases due to the fact that the actual price is lower than the par value, it will be reported to the future shareholder meeting to discuss whether to reduce capital or make up for the loss in other ways based on the business results.

(四)The method for selecting the specific persons:

1. Handled in accordance with Article 43-6 of the Securities and Exchange Act,and Article 4, Paragraph 2 of Directions for Public Companies Conducting Private Placements of Securities .

2. The company has not yet negotiated an placee.

3.If any placee is a strategic investor

(1) The method and objectives of selecting：Individuals or legal persons will be selected that will help improve the company's profitability, product development, channel development, etc., and then improve business performance;

(2) The necessity and the anticipated benefits：In response to the increasingly obvious trend of competition in the industry and declining birth rate, it is necessary to introduce strategic investors in order to maintain a competitive advantage; the participation of placees is expected to enhance the company's overall competitiveness, strengthen the overall financial structure, and continue the long-term future development .

4.If the placee is an insider or related person of the company, the list of possible placees is as Attachment 2。

(1) The method and objectives of selecting：Insiders or related persons with relevant experience, technology, professional knowledge, etc. will be selected for the purpose of improving internal operational efficiency;

(2) he necessity and the anticipated benefits：The insiders or related parties of the company who know the company's operations can improve the operating performance in the short term, so it is necessary to introduce the company's insiders or related parties. Through their position or business relationship with the company, provide their experience, technology, knowledge, etc., to bring tangible and intangible benefits to the company.

(五)The reasons for the necessity for conducting the private placement

1.The reasons for not using a public offering，is that it is not easy to raise funds in the centralized market and the timetable is long. In addition, the board of directors is authorized to handle in stages, which can also improve mobility and flexibility according to the actual needs of the company;

2.The private placement is expected to be raised three times. The number of shares raised in each batch, the use of funds and the expected benefits are as follows:

batch	number of shares raised	the use of funds	expected benefits
1	10,000,000	All are to enrich working capital, repay bank loans, and invest in strategic development.	To strengthen the company's financial structure, create profits, and enhance competitiveness.
2	10,000,000
3	10,000,000

(六)Others

1.If it is expected that the private placement cannot be completed within the time limit, or if there is no plan to continue the private placement within the remaining period after the first or second private placement, it is proposed to submit to the shareholders meeting to authorize the board of directors to make a resolution. The original plan is still feasible , it is deemed to have received the full amount of privately placed securities;

2.According to the Securities and Exchange Act, the common shares of this private placement cannot be freely transferred within three years from the delivery date; after three years of delivery, the company will apply for listing and trading in accordance with relevant regulations. The rights and obligations of the common shares in this private placement are the same as those of the issued common shares of the company;

3.In the future, if there is a need to change due to amendments to laws, opinions from authorities, or changes in market conditions, in addition to the pricing percentage, it is proposed to submit to the shareholders' meeting to authorize the board of directors to make appropriate revisions according to the situation.

(七) The private placement is in accordance with the Article 43-6 of the Securities and Exchange Act input into the MOPS the information on the private placement of securities (address：http://mops.twse.com.tw），or Our website (address：http://www.enphants.com/c/index.php)。

[Attachment 2]

The list of possible placees and the relationship between the placees and the company

1.	Alex Lin	The chairman
2.	LIN LAN, SAI-RU	The second-degree relative of the chairman
3.	Lin,Tai-Sheng	The second-degree relative of the chairman
4.	Pogala Investment Co., Ltd.	The chairman of the company is a relative within the second degree of the chairman of les enphants
5.	Les Champions Co., Ltd	The chairman of the company is a relative within the second degree of the chairman of les enphants ;Affiliated enterprises
6.	Brenda Lin	Director and Deputy General Manager
7.	Jonny Tseng	Director
8.	George Huang	Director
9.	Spencer Chang	General Manager
10.	Luke Lu	Deputy General Manager
11.	Tsai, Ming-Chi	Assistant Vice President of Finance Division

Remarks：

1. The company has not yet negotiated an placee。

2. According to Article 4, Paragraph 2 of Directions for Public Companies Conducting Private Placements of Securities:

(1) If the placees are insiders or related parties of the company, the list of placees, method and objectives of selecting the placees, and the relationship between the placees and the company shall be fully discussed at a meeting of the board of directors and stated in the notice to convene the shareholders' meeting, failing which no such person may subscribe afterwards.。

(2) If any placee is a strategic investor, the method and objectives of selecting the placee, the necessity for that selection, and the anticipated benefits shall be fully discussed at a meeting of the board of directors and stated in the notice to convene the shareholders' meeting.。

3.Where the placees have already been determined before the shareholders' meeting notice is mailed, the method and objectives of selecting the placees, and the relationship between the placees and the company, shall be specified. If any placee is a juristic person, the name of the juristic person and the name and the percentage of shareholdings shall be given of every shareholder of the juristic person whose equity interest ranks among the top 10, and also of the relationship to the company of every shareholder of the juristic person whose equity interest ranks among the top 10.

4.Where the placees are determined after the shareholders' meeting notice is mailed, the above information on the placees shall be input into the Market Observation Post System ("MOPS") within 2 days starting from the date the placees are determined.

[Attachment 3]

les enphants Co., Ltd.

Comparison Table of Amendments to the Procedures for Making Endorsements and Guarantees

Article Number	Original Article	Proposed Amendment	Description
			---

[Appendix 1]

les enphants Co., Ltd.

Rules and Procedures of the Shareholders Meeting

(Approved by the Shareholders' Meeting on June 27, 2019)

Article 1: The Shareholders’ Meeting of the Company shall, unless otherwise stipulated in the decrees, follow these rules.

Article 2: The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically. When the legal person is appointed to attend as proxy, it may designate only one person to represent the shareholder in the meeting. Attendance and voting right that may be exercised at Shareholders' Meeting shall be calculated on the basis of the shares.

Article 3: 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. Unless otherwise provided by regulations, Shareholders' Meeting is convened by the Board of Directors. The Company shall prepare the notice for Shareholders' Meeting 30 days prior to a regular Shareholders' Meeting or 15 days prior to a special Shareholders' Meeting, along with the form for the appointment of representation, matters to be recognized, matters to be discussed and information regarding the appointment or dismissal of directors in the form of electronic files and upload them to the Market Observation Post System. 21 days before the Company is to convene a regular shareholders’ meeting, or 15 days before it convenes a special shareholders' meeting, it shall prepare an electronic file of the Shareholders’ Meeting agenda handbook and the supplemental materials, and upload it to the Market Observation Post System. Before 15 days before the date of the Shareholders' Meeting, the Company shall have prepared the Shareholders' Meeting agenda handbook and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda handbook and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as be distributed on-site at the meeting place.

Election or dismissal of Directors, amendments to the Articles of Association, the dissolution, merger, or demerger of the Company, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Election or dismissal of Directors, amendments to the Articles of Association, reduction of capital, application for delisting, release of Directors from non-compete restrictions, earnings distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the Company, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders' meeting with key contents detailed. None of the above matters may be raised by an extraordinary motion. The key contents may be posted on the website designated by the competent securities authority or the Company and the website shall be indicated in the above notice.

Article 4: It is advisable that Shareholders' Meetings convened by the Board of Directors be chaired by the Chair of the Board in person and attended by a majority of the Directors (including at least one Independent Director) in person. The attendance shall be recorded in the meeting minutes. When the Chair of the Board is on leave or for any reason is unable to exercise the powers of the chairperson, the vice chairperson shall do so in place of the chairperson, or, if there is no vice chairperson or the vice chairperson also is on leave or for any reason is unable to act, by a managing director designated by the chairperson, or, if there is no managing director, by a director designated thereby, or, if the chairperson does not make such a designation, by a managing director or director elected by and from among themselves. When Shareholders' Meeting is convened by other person having the convening right, such person shall act as the chairperson of that meeting.

Article 5: The Chair shall call the meeting to order at the appointed meeting time if the attending shareholders represent a majority of the total number of issued shares. However, when the attending shareholders do not represent a majority of the total number of issued shares, the Chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. 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. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the Chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article 6: If a Shareholders' Meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the Shareholders' Meeting. The 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. The Chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the Shareholders' Meeting. After the meeting has adjourned, the shareholders may not appoint another chair and continue the meeting either at the same or a different venue. If the Chair declares the meeting adjourned in violation of the Rules of Procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new Chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

Article 7: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the Chair. Shareholders and their proxies (collectively referred to as "shareholders") shall attend Shareholders' Meetings with their meeting pass, sign-in cards, or other certificates that validate the attendance. The Company may not arbitrarily add requirements demanding for other documents beyond those showing eligibility presented by shareholders. Solicitors for proxy forms shall also bring document(s) in proof of identity for verification. When a juristic person shareholder appoints two or more representatives to attend a Shareholders' Meeting, only one of the representatives so appointed may speak on the same proposal. A shareholder who submits his/her slip for a speech but does not actually speak shall be considered as not having given a speech. If the content of his/her speech differs from that specified on the slip, the content of his/her speech shall prevail. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the Chair and the shareholder that has the floor; the Chair shall stop any violation.

Article 8: A single speech from an attending shareholder may not exceed 5 minutes, but the speech may be extended for an additional 3 minutes upon consent from the Chair.

Article 9: Each shareholder may not speak more than twice on the same proposal.

Article 10: After an attending shareholder has spoken, the Chair may respond in person or direct relevant personnel to respond.

Article 11: When the speech of any shareholder is too long or exceeds the scope of the agenda item, the Chair may terminate the speech.

Article 12: When discussing the agenda item, the Chair may announce for the termination of the discussion when appropriate, and may announce to interrupt the discussion when necessary.

Article 13: Except as otherwise provided in the Company Act and in the Company's Articles of Association, 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 Market Observation Post System (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.

Article 14: Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the Chair, provided that all monitoring personnel shall be shareholders of the Company. The result of voting shall be reported on-site at the meeting, and a record made of the vote.

Article 15: When a meeting is in progress, the Chair may announce a break based on time considerations.

Article 16: The Chair may direct the proctors (or security personnel) to help maintain order at the meeting place. When proctors (or security personnel) help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

Article 17: Entire proceedings of Shareholders' Meeting shall be recorded on audio or video tape and preserved for at least 1 year.

Article 18: The Company may appoint its attorneys, certified public accountants, or related persons to attend the Shareholders’ Meeting.

Article 19: These Rules, and any amendments hereto, shall be implemented after adoption by Shareholders' Meeting

[Appendix 2]

les enphants Co., Ltd.

Articles of Incorporation

Chapter I General Provisions

Article 1: The Company is organized in accordance with the Company Act. The name of the

Company is 麗嬰房股份有限公司 in Chinese and les enphants Co., Ltd. in English.

Article 2: The Company's businesses are listed as follows:

1. C306010 Outerwear Knitting Mills.

2. F104110 Wholesale of Cloths, Clothes, Shoes, Hats, Umbrellas and Apparel, Clothing Accessories and Other Textile Products.

3. F204110 Retail Sale of Cloths, Clothes, Shoes, Hats, Umbrellas, Apparel, Clothing

Accessories, and Other Textile Products.

1. CN01010 Furniture and Fixtures Manufacturing

2. CK01010 Footwear Manufacturing.

3. C307010 Apparel, Clothing Accessories and Other Textile Product Manufacturing

4. F105050 Furniture, Bedding, Kitchen Utensils, Installation Supplies Wholesale Industry

5. F205040 Furniture, Bedding, Kitchen Utensils, Installation Supplies Retail Industry

6. CH01040 Toys Manufacturing

7. F109070 Wholesale of Stationery Articles, Musical Instruments and Educational

Entertainment Articles

1. F209060 Retail Sale of Stationery Articles, Musical Instruments and Educational

Entertainment Articles

1. F102170 Wholesale of Food and Grocery

2. F203010 Retail Sale of Food and Grocery

3. F401010 International Trade

4. F114030 Wholesale of Motor Vehicle Parts and Supplies

5. F214030 Retail Sale of Motor Vehicle Parts and Supplies

6. F399040 Retail Business without Physical Stores

7. ZZ99999 Business Items not Prohibited or Restricted by Law except Those Requiring

Special Approval

1. F108031 Wholesale of Drugs, Medical Goods

2. F208031 Retail Sale of Drugs, Medical Goods

3. F108040 Wholesale of Cosmetics

4. F208040 Retail Sale of Cosmetics

5. F107030 Wholesale of Cleaning Preparations.

6. F207030 Retail Sale of Cleaning Preparations.

7. F106020 Wholesale of Articles for Daily Use

8. F206020 Retail Sale of Articles for Daily Use

9. I103060 Management Consulting Services

10. I199990 Other Consultancy

Article 2-1: To achieve the objective of diversified business operations, the Company's total amount of reinvestment is not prohibited by Article 13 of the Company Act pertaining to the ratio of reinvestments.

Article 2-2: The Company may obtain external guarantees/endorsements due to business or

investment needs.

Article 3: The Company's head office is located in Taipei City and may, if necessary, set up branch

offices in - 61 - other appropriate locations upon resolution of the Board of Directors (the "Board").

Article 4: The Company's method of public disclosure is executed pursuant to the regulations for

securities regulators.

Chapter II Shares

Article 5: The total capital of the Company is rated at NT$3.0 billion, divided into 300 million shares, and the amount per share is NT$10, of which the Board of Directors is authorized to issue shares on a separate basis. NT$50 million is retained from the total amount stated in the previous paragraph for a total of 5 million shares that are reserved for exercise as employee stock option certificates. The Board of Directors is authorized to issue the employee stock option certificates on a separate basis. The said employees shall include ones in the controlling or affiliated companies who met the conditions set by the Board.

Article 5-1: Parties eligible to be transferred of treasury stocks repurchased by the Company pursuant to laws and regulations shall include employees in the controlling or affiliated companies who met certain conditions set by the Board. Employees eligible to subscribe new shares issued by the Company shall include ones in the controlling or affiliated companies who met certain conditions set by the Board. Employees eligible to receive restricted stocks issued by the Company shall include ones in the controlling or affiliated companies who met certain conditions set by the Board.

Article 6: The shares of the Company are all registered shares. The shares are issued upon sign or seal from Directors who represent the Company and upon certification in accordance with relevant legal standards. The Company may be exempted from printing the share certificates stated in the above paragraph provided that it shall appoint a centralized securities custody enterprise to make recordation of the issue of such shares.

Article 7: Shareholders of the Company shall submit signed/sealed signature cards to the Company's share transfer department for safekeeping and storage. When exercising the rights to dividend payment, incentives/bonuses and other written rights, the shareholders shall use the signature card as proof of their identities. Unless otherwise provided by regulations, shareholder affairs including share transfer, change of ownership, reporting of loss, damage, reporting lost seal, changes, or change of address will be processed in accordance with 'Regulations Governing the Administration of Shareholder Services of Public Companies.'

Article 8: The transfer of shares shall be halted from 60 days prior to the commencement of an annual Shareholder’s Meeting, 30 days from the commencement of a special Shareholders' Meeting, or 5 days prior to the ex-dividend date on which the Company issues dividends, bonuses, or other interests.

Chapter III Shareholders' Meeting

Article 9: Shareholders' Meeting can be divided into regular meetings and special meetings. Regular meetings are convened once a year, and usually within six months of the end of each fiscal year by the Board of Directors according to legal regulations. Special meetings may be convened according to legal regulations when necessary.

Article 10: When a shareholder is unable to attend a Shareholders' meeting for any reason, he/she may appoint a proxy to attend the meeting by providing a proxy form and state the scope of the proxy's authorization. Pursuant to the competent authority, shareholders of the Company may also exercise voting rights by electronic means. Those exercising their voting rights electronically shall be deemed equal to those shareholders present at the meeting, and all relevant matters shall be processed according to legal regulations.

Article 11: Unless otherwise provided for under the Company Act, resolutions of Shareholders' Meetings shall be approved by the majority of shareholders who are present in a meeting which is attended by shareholders representing the majority of the total outstanding shares. Article 11-1:Approval by two-thirds of shareholders who are present in a Shareholders' Meeting which is attended by shareholders representing the majority of the total outstanding shares shall be made before the Company is to proceed with any share transfer to employees at prices lower than the average price of share repurchase, or to issue employee share option certificates at lower than fair market value.

Article 12: Shareholders' Meeting convened by the Board of Directors shall have the Chairman of the Board as the Chair of the meeting. If the Chairman of the Board is on leave or is unable to exercise power, the Chairman shall designate a Director as the substitute. If a substitute has not been designated by the Chairman, the Directors shall nominate a substitute among themselves. If the Shareholders' Meeting was convened by other authorized conveners, the convener shall take on the duty of the Chairman. If there is more than one convener, one shall be nominated to be the Chairman

Article 13: Unless the conditions of absence of voting rights stated in Article 179 and 197-1 of the Company Act are present in the shareholders, each share should have 1 voting right.

Article 14: Minutes of the Shareholders' Meeting shall be prepared, in which the date of the meeting, venue, name of the Chair, number of shareholders in attendance, number of shares represented, number of voting rights, resolutions and methods of resolution, and summary of the meeting and its results shall be documented and signed and sealed by the Chair. The minutes of the meeting is to be retained for the duration of the Company's existence. The attendance (sign-in) book of the shareholders and the proxy forms for attendance must have a retention period of at least one year.

Chapter IV: Directors and the Audit Committee

Article 15: The Company shall appoint seven to eleven Directors, whose term of service shall be three years, and they may be re-elected. The Company's Directors are elected using candidate nomination system. The shareholders shall elect the Directors from among the nominees listed in the roster of candidates. The number of the directors indicated in the preceding paragraph shall include three seats for Independent Directors which in turn shall be no fewer than one-fifth of the total Board size. The relevant matters concerning the methods of nomination and announcements of director candidates are governed by the relevant laws and regulations of the Company Act and the Securities and Exchange Act. Independent Directors and non-Independent Directors shall be elected together. Quota for the Independent Director and non-Independent Director shall be counted separately. After the Directors are elected, the Company shall purchase Directors' liability insurance for its Directors for carrying out the scope of their responsibilities during the terms of office upon approval by the Board of Directors. When a shareholder elects a Director, each share has the same voting rights as the number of Directors to be elected, and one person may be selected for election or may be allocated a number of elections. The resulting ballot paper represents a person with more voting rights and is elected as a Director.

Article 15-1:Pursuant to the Securities and Exchange Act, all Independent Directors of the Company will serve as members of the Audit Committee. Roles and obligations of the supervisor in the Company Act, Securities and Exchange Act and other legal regulations will be carried by the Audit Committee or its members. One of the Audit Committee members will serve as the convener of the Committee, and at least one shall be equipped with professional accounting or financial knowledge. Responsibilities, chapters of association, level of authority and other compliance matters for the Audit Committee shall be processed in accordance with the Company Act and relevant legal regulations from the competent authorities.

Article 16: The Board of Directors shall elect a Chairman of the Board from among the Directors by a majority vote at a meeting attended by over two-thirds of the Directors. The Chairman shall externally represent the Company.

Article 17: When the Chairman of the Board is on leave or for any reason unable to exercise the powers of the Chairman, the Chairman shall appoint one of the directors to represent as the chairperson. Where the Chairman does not make such a designation, the directors shall elect one person from among themselves to represent as the Chairperson.

Article 18: The Board of Directors meeting shall be convened by the Chairman or his proxy. The Chairman will preside over the meeting as the Chair. Unless otherwise stated in the Company Act, resolutions made by the Board meeting shall be made by a majority vote at a Board meeting attended by one-half of the Directors. In case a Director cannot attend a Board meeting in person, he/she may appoint another Director to attend in his/her behalf, he/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. A Director may accept the appointment to act as the proxy referred to in the preceding paragraph of one other Director only.

Article 18-1: In calling a meeting of the Board of Directors, a notice with reasons to convene specified shall be given to each Director through written correspondence, electronically, or fax no later than 7 days prior to the scheduled meeting date. However, the Company may convene a Board meeting at any time in the case of emergency. The aforementioned noticemay be sent by means of electronic transmission, if agreed by the recipient(s) thereof.

Article 19: The powers and duties of the Board of Directors are as follows:

1. The decision-making of the business plan and supervision over the implementations of business activities.

2. The decision-making of important principles and contracts.

3. Review of the budget and closing account.

4. Propose increase/decrease in capital.

5. Preparation of profit distribution and deficit compensation.

6. Discussion and decision-making of external investment and partnership.

7. Decision-making of material asset acquisition and disposal.

8. Recruitment/termination of managers and decision-making over managerial compensations.

9. Convening the Shareholders' Meeting.

10. Other functional authority stated by legal regulations and the Shareholders' Meeting.

Article 20: The Company shall compensate its Directors for carrying out duties for the Company disregarding the Company's profitability. Compensations for Directors are delegated to the decision from the Board of Directors based on the level of participation and contributions of individual Directors in the Company's operations, and based on the domestic and international average industry standards. If the Company operates at a profit, additional remuneration is distributed pursuant to Article 26.

Article 21: Deleted.

Article 22: Deleted.

Chapter V Manager

Article 23: The Board of Directors may appoint CPA and attorneys as consultants or to appoint other managers based on business needs. The compensations of such parties may be decided by the Board of Directors, while appointment, termination, and other relevant matters will be processed pursuant to Articles 23 and Articles 29 to 34 in the Company Act.

Article 24: The Company adopts a fiscal year ending on December 31st on a full-year basis.

Article 25: At the end of a fiscal year, the Company shall prepare the following reports and statements to be reviewed by the Audit Committee, and an adoption by more than onehalf of the members of the Audit Committee will be reached before submission to the regular Shareholders' Meeting for adoption:

1. Business report.

2. Financial statements.

3. Earnings distribution or accumulated deficit offset proposal.

Article 26: If the Company has gained profits (profitability refers to net profit before tax for the given year after deduction of the portion set aside for employee bonus) within a fiscal year, 5-7% and no more than 2% of the profits shall be reserved as the employees' compensation and directors' compensations respectively. However, in case of accumulated loss, certain profits shall first be reserved to cover them. The aforementioned employee bonus may be allocated by shares or cash, and recipients of such allocations shall include employees in the controlling or affiliated companies who meet the conditions set forth by the Board of Directors. Distribution of employee and Directors' compensations shall be passed by the Board of Directors and submitted to the Shareholders' Meeting for adoption. In the Board's special resolution to distribute the said employee bonus by shares, the Company may also resolve to distribute it by issuing new shares or repurchasing its own shares

Article 26-1:In case surplus is present after closing the accounts, the surplus will be appropriated in the following order:

1. Pay corporate income tax in accordance with regulations.

2. Cover previous deficits.

3. Appropriate 10% to be the legal surplus reserve.

4. Appropriate special reserve according to legal regulations.

5. If surplus is still present, the Board will propose motion for dividend and shareholders' bonus allocation, which will be submitted for the Shareholders' Meeting for adoption.

However, only when the dividend and bonus are to be distributed in the form of cash may the distribution be resolved by the Board and submitted for the Shareholders' Meeting for reporting.

Article 26-2:The distribution of the Company's dividends will be based on a balanced dividend policy; however, when no surplus can be allocated for a given year, share dividend can be issued from the reserve. However, the dividend policy in the previous paragraph may be adjusted based on the year's profitability and future capital needs, in which distribution of cash dividend may not be less than 10% of the year's total dividend distribution.

Chapter VII: Supplemental Provisions

Article 27: Any other matters not set forth in the Articles of Association shall be dealt with in accordance with the Company Act.

Article 28: The Articles of Association were established on April 13, 1973:

The first amendment was made on May 29, 1973.

The second amendment was made on April 1, 1975.

The third amendment was made on May 15, 1976.

The fourth amendment was made on April 15, 1978.

The fifth amendment was made on October 8, 1979.

The sixth amendment was made on October 8, 1980.

The seventh amendment was made on October 20, 1981.

The eighth amendment was made on January 28, 1983.

The ninth amendment was made on June 1, 1987.

The tenth amendment was made on May 2, 1988. - 65 –

The eleventh amendment was made on May 2, 1989.

The twelfth amendment was made on November 6, 1991.

The thirteenth amendment was made on May 22, 1992.

The fourteenth amendment was made on April 20, 1993.

The fifteenth amendment was made on April 26, 1994.

The sixteenth amendment was made on May 25, 1995.

The seventeenth amendment was made on April 30, 1997.

The eighteenth amendment was made on May 26, 2000.

The nineteenth amendment was made on May 22, 2001.

The twentieth amendment was made on May 28, 2002.

The twenty-first amendment was made on June 12, 2003.

The twenty-second amendment was made on June 10, 2005.

The twenty-third amendment was made on June 9, 2006.

The twenty-fourth amendment was made on June 15, 2007.

The twenty-fifth amendment was made on June 13, 2008.

The twenty-sixth amendment was made on June 17, 2010.

The twenty-seventh amendment was made on June 24, 2011.

The twenty-eighth amendment was made on June 22, 2013.

The twenty-ninth amendment was made on June 18, 2014.

The thirtieth amendment was made on June 22, 2016.

The thirty-first amendment was made on June 22, 2017.

The thirty-second amendment was made on June 27, 2019.

The thirty-third amendment was made on August 11, 2021.

[Appendix 3]

. Les enphants Co., Ltd.

Procedures for Making Endorsements and Guarantees

Approved by Shareholders’ Meeting on June 23, 2022

Article 1: Purpose and legal basis

In order to protect shareholders’ equity, well found financial management and reduce operational risk, the Company establishes the Operating Procedure in accordance with the related laws and decrees promulgated by Financial Supervisory Commission, Executive Yuan (“FSC”).

Article 2: Scope:

I.Endorsements and Guarantees for financing:

(i)Bill discount financing;

(ii)Endorsements or guarantees made to meet the financing needs of another company;

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

II.Customs duty Endorsements and Guarantees: which means an endorsement or guarantee for the Company itself or another company with respect to customs duty matters.

III.Other Endorsements and Guarantees: which mean endorsements or guarantees beyond the scope of the above two sub-paragraphs.

IV.Any creation by the Company of a pledge or mortgage on its personal property or real property as security for the loans of another company shall also comply with the Procedures.

Article 3: Counterparts of Endorsements and Guarantees

The Company may make Endorsements and Guarantees for the following companies:

I. Any company doing business with the Company;

II.A company in which the Company directly and indirectly holds more than 50 per cent of the voting shares.

III.A company that directly and indirectly holds more than 50 per cent of the voting shares in the Company.

IV.Where the Company fulfills its contractual obligations by providing mutual Endorsements and Guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project, or where all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages.

Companies in which the Company holds, directlyor indirectly, 90% or more of the voting shares may make Endorsements and Guarantees for each other, and the amount of Endorsements and Guarantees may not exceed 10% of the net worth in the Company’s most recent financial statements audited,certified or reviewed by the independent auditor, provided that this restriction shall not apply to Endorsements and Guarantees made between companies in which the Company holds, directly or indirectly, 100% of the voting shares, but only the limit referred to in Article 4 shall apply.

“Subsidiary" shall be as determined under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Article 4: Limit of Endorsements and Guarantees

I.The aggregate amount of Endorsements and Guarantees made by the Company for others shall be no more than 50% of the net worth in the most recent financial statements audited,certified or reviewed by the independent auditor,

, and the authorized limit on Endorsements and Guarantees made by the Company to any single entity shall not exceed 50% of the net worth in the Company’s most recent financial statements audited,certified or reviewed by

the independent auditor . The aggregate amount of Endorsements and Guarantees to be made by the Company and any of its subsidiaries shall be no more than 50% of the Company’s net worth in the most recent financial statements audited, certified or reviewed by the independent auditor , and the authorized limit on Endorsements and Guarantees made by the Company and to any single entity shall not exceed 50% of the Company’s net worth in the most recent financial statements audited,certified or reviewed by the independent auditor.

II.Where an endorsement and guarantee is made due to needs arising from

business dealings, in addition to said requirements about authorized limit, the individual endorsement and guarantee made therefor shall be no more than the transaction value between both parties. The transaction value refers to the purchase or sale amount between both parties, whichever is higher.

Article 5: Decision making and level of authority

I.The Company may make Endorsements and Guarantees only upon resolution and approval of the Board of Directors. The Board of Directors may authorize the chairman to make decisions within a specific limit of NT$20 million per single transaction pursuant to the Operating Procedures at first, and then have it ratified by the most recent board meeting subsequently.

II.Where the Company needs to exceed the limits set out herein to satisfy its business requirements, and where the conditions set out herein are complied with, it shall obtain approval from the Board of Directors and a majority of the directors shall act as joint guarantors for any loss that may be caused to the Company by the excess endorsement and guarantee. It shall also amend the Operating Procedures accordingly and submit the same to the shareholders meeting for ratification. Where the shareholders meeting does not give consent, the Company shall adopt a plan to discharge the amount in excess within a given time limit.

III. When the Company discusses the motion at a board meeting pursuant to the preceding two sub-paragraphs, the Board of Directors shall take into full consideration each independent director's opinion and the independent directors' opinions specifically expressing assent or dissent and their reasons for dissent shall be included in the minutes of the Board of Directors' meeting.

Article 6: Procedures for Making Endorsements and Guarantees

I.To request Endorsements and Guarantees made by the Company, the

endorsed and guaranteed company shall submit an application form to the Company’s Financial Division. Financial Division shall conduct credit investigation on the endorsed and guaranteed company, evaluate its risk and prepare the evaluation record. The record shall be submitted to the General Manager and Chairman for approval upon review. If necessary, specific collateral shall be required.

II.Financial Division shall conduct a credit investigation and risk evaluation

on the endorsed and guaranteed company. The evaluation shall cover:

(iv)The necessity of and reasonableness of making Endorsements and

Guarantees;

(v)Measure whether the amount of endorsement is required based on

the endorsed and guaranteed company’s financial position;

(vi)Whether the accumulated Endorsements and Guarantees still fall

within the limit of facility;

(vii)Where the endorsement and guarantee is made due to needs arising

from business dealings, evaluation standards shall be specified for determining whether the amount of endorsement and guarantee is commensurate to the total amount of trading between the two companies.

(viii)Effect on the Company’s operational risk, financial position and

shareholders’ equity;

(ix)Whether it is necessary to acquire collateral, and appraised value of

the collateral;

(x)Submit the credit investigation and risk evaluation record about the

endorsement and guarantee.

III.The Company shall prepare a memorandum book for its endorsement and

guarantee activities and record in detail the entity for which the endorsement and guarantee is made, the amount, the date of passage by the Board of Directors or of authorization by the Chairman of the Board, the date the endorsement and guarantee is made, and the matters to be carefully evaluated under the preceding paragraph.

IV.Financial Division shall evaluate the status of its loans of funds and reserve sufficient allowance for bad debts, and shall adequately disclose relevant information in its financial reports and provide certified public accountants with relevant information for implementation of necessary auditing procedures to help the certified public accountants issue adequate audit report.

V.Where as a result of changes of the Company’s condition the entity for which an endorsement and guaranteed is made no longer meets the requirements of the

Operating Procedures, or the amount of endorsement and guarantee exceeds the limit due to the changes of the calculation basis for the limit, the Company shall eliminate the amount of endorsement and guarantee to the entity or the excess in the amount upon expiration of the time limit set in the contract, or within the specific time limit referred to in the corrective action plans, and submit the plans to the Audit Committee, and report them to the Board of Directors.

Article 7: Cancellation of endorsement and guarantee

I.Where the endorsement and guarantee documents or notes need to be

terminated upon clearance of obligation or novation, the endorsed and

guaranteed company shall deliver the original endorsement and guarantee

documents via its official letter to the Company’s Financial Division to

enable the Financial Division to affix the stamp “Cancellation” thereon

and return the same. The official letter shall be recorded for reference.

II.Financial Division shall record the cancellation of endorsement and

guarantee into the Memorandum to reduce the amount of endorsement

and guarantee.

Article 8: Internal control

I.The Company’s internal auditors shall audit the Operating Procedure and

the implementation thereof no less frequently than quarterly and prepare

written records accordingly. They shall promptly notify the Audit Committee in

writing of any material violation found.

II.The endorsement and guarantee made by the Company shall comply with

the required procedure. In the case of any material violation found, the

manager and person-in-charge shall be disciplined subject to the ircumstances.

Article 9: Custody of corporate chop and procedure thereof

I.The Company shall use the corporate chop registered with the Ministry

of Economic Affairs as the dedicated chop for Endorsements and Guarantees. The chop and guarantee instruments shall be kept in the custody of a dedicated person and may be used to seal or issue negotiable instruments only in prescribed procedures.Appointment, dismissal or transfer of the dedicated person shall be subject to approval of the Board of Directors.

II.When making a guarantee for a foreign company, the Company shall

have the Guarantee Agreement signed by a person authorized by the

Board of Directors.

Article 10: Public announcement and regulatory filing procedure

The Company shall carry out the public announcement and regulatory filing

of the balance of endorsement and guarantee made by the Company and its

subsidiaries in the previous month by 10th day of each month. Where the

Company’s balance of Endorsements and Guarantees reaches one of the

following levels, the Company shall announce and report such event within

two days commencing immediately from the date of occurrence:

I.The aggregate balance of endorsement and guarantee made by the

Company and its subsidiaries reaches 50 percent or more of the Company

net worth as stated in its latest financial statement.

II.The aggregate balance of endorsement and guarantee made by the

Company and its subsidiaries for a single enterprise reaches 20 percent

or more of the Company net worth as stated in its latest financial statement.

III.The balance of Endorsements and Guarantees by the Company and its

subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all Endorsements and Guarantees for, carrying amount of investments using the equity method and balance of loans to, such enterprise reach 30 percent or more of the Company's net worth as stated in its latest financial statement.

IV.The amount of new Endorsements and Guarantees made by the Company

or its subsidiaries reaches NT$30 million or more, and reaches 5 percent or more of the Company's net worth as stated in its latest financial statement.

The Company shall announce and report on behalf of any subsidiary thereof

that is not a public company of the Republic of China any matters that such

subsidiary is required to announce and report pursuant to sub-paragraph 4 of

the preceding paragraph.

The balance of Endorsements and Guarantees made by a subsidiary to the net

worth referred to in the preceding paragraph shall refer to the balance of

Endorsements and Guarantees made by the subsidiary to the Company’s net

worth.

Article 11: Where a subsidiary of the Company intends to make Endorsements and

Guarantees for others, the Company shall instructs it to formulate its own Operational Procedures for Making endorsement and guarantee for Others as required.

Article 12: For circumstances in which an entity for which the Company makes any

endorsement and guarantee is a subsidiary whose net worth is lower than half of its paid-in capital, the financial unit shall summarize the increase/decrease in Endorsements and Guarantees and balance on a monthly basis and report the same to the supervisor as required. The internal auditors shall audit the Operating Procedures and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the Audit Committee in writing of any material violations found.

In the case of a subsidiary with shares having no par value or a par value other than NT$10, for the paid-in capital in the calculation under the preceding paragraph, the sum of the share capital plus paid-in capital in excess of par shall be substituted.

Article 13: Any matters not covered herein shall be implemented in accordance with the related laws and the Company’s related regulations.

Article 14: The Operating Procedure shall be approved by a majority of the Audit

Committee members,and submitted for approval by the shareholders meeting upon approval of the Board of Directors. Where it is impossible to have the Procedures approved by a majority of the Audit Committee members, it may be subject to approval of more than second-thirds of the whole directors,and the resolution of the Audit Committee shall be recorded in the directors’ meeting minutes. The Audit Committee members and all directors shall be counted based on those who hold the position currently.

Where any director expresses dissent and it is contained in the minutes or a

written statement, the Company shall submit the dissenting opinion for discussion by the shareholders meeting. The same shall apply to any amendments to the Procedures.

When discussing the motion, the board shall take into full consideration each

independent director's opinion, and the independent directors' opinions specifically

expressing assent or dissent and their reasons for dissent shall be included in the minutes of the Board of Directors' meeting.

[Appendix 4]

les enphants Co., Ltd.

Shareholding of All Directors

The following is a summary of the number of shares held by all Directors as of the book closure period (December 1) for the 2022 Shareholders' Meeting:

December 1, 2022

Title	Name	Shares Held
Number of Shares	Holding Ratio
Chairman of the Board	Alex Lin	24,837,933	13.45%
Director	Brenda Lin	500,000	0.27%
Director	Huang Shao-Hua.	0	0%
Director	Tseng Chia-Hung	8,095,017	4.38%
Independent Director	Wang Hsiao Hui	0	0%
Independent Director	Wu Chih-Wei	0	0%
Independent Director	Tsai Cheng-Hsian	0	0%
Subtotal of shares held by all Directors		33,432,950	18.10%
The minimum number of shares required to be held by the entire body of Directors		11,080,667	6.00%

1. Total shares issued as of December 1, 2022: 184,677,775 shares of common stock
2. The Company elected more than two independent directors at the same time, hence the minimum shareholding percentage for all Directors other than independent directors can be decreased to 80%.