Les enphants — Proxy Solicitation & Information Statement 2023

Nov 29, 2023

Stock Code: 2911

les enphants Co., Ltd.

2023 First Extraordinary Shareholders' Meeting

Meeting Handbook

October 30, 2023

Table of Contents

Page

Meeting Procedure 2

Meeting Agenda 3

Discussions 4

Extraordinary Motions 5

Appendices

1.Rules and Procedure of Shareholders Meeting 6

1. Articles of Incorporation 9

2. Shareholding of All Directors 14

les enphants Co., Ltd.

2023 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. Discussions
5. Extraordinary Motions
6. Adjournment

les enphants Co., Ltd.

2023 First Extraordinary Shareholders' Meeting Agenda

1. Means of Meeting: Physical Extraordinary Shareholders' Meeting
2. Time: 9 a.m., November 24, 2023 (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. Discussions:
7. Proposal for the Company’s capital reduction and deficit compensation .
8. Extraordinary Motions
9. Adjournment

Discussions

Agenda 1

Summary: Proposal for the Company’s capital reduction and deficit compensation,

submitted for discussion..(proposed by the Board)

Explanation: I. The company's accumulated losses as of December 31, 2022 were NT$598,039,541. In order to deficit compensation and improve the financial structure, it is proposed to execute capital reduction at an amount of NT$545,097,770 and cancel 54,509,777 issued shares. The Company’s paid-in capital is NT$1,946,777,750, (at a par value of NT$10 per share) , divided into 194,677,775 shares (includes private placement common stock10,000,000shars), 280 shares are reduced per thousand shares at a capital reduction ratio of 28.00%，The paid-up capital after the capital reduction is NT$1,401,679,980，total number of shares of common stock issued is 140,167,998 shares(includes private placement common stock7,200,000shars)

II. The shares reduced this time, for the shares held by the shareholders indicated in the shareholders’ roster on the base date for the capital reduction and share exchange. For the fractional share less than one share after the capital reduction, shareholders may apply for the fractional share combination into whole share with the Company’s stock affairs agency from the period of five days before the book closure date of capital reduction and share exchange to one day before the book closure date. For any fractional share not yet combined or combined but still less than whole share, it is calculated to the integer dollar only (value less than the integer dollar is truncated), and the fractional share capital deducted according to the face value will be used as

the transfer handling charge. For the insufficient part of the total shares reduced, the Chairman is authorized to contact specific personnel for subscription at the face value. For the present capital reduction with issuance of new shares, the rights andobligations of such shares are the same as the ones of the issued common shares.

III. For the capital reduction base date and the capital reduction with share exchange base date of the present capital reduction executed, in case of any change to the share capital of the Company, or due to regulatory change or review request made by the competent authority or other relevant unspecified matters, such that the capital reduction ratio is changed and requires adjustment, the general shareholders’ meeting is proposed to authorize the Chairman to handle such matters with full discretion

according to the Company Act or other relevant laws and regulations.

Resolution:

Extraordinary Motions:

Adjournment

[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.

Chapter VI Accounting

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.

Shareholding of All Directors

The following is a summary of the number of shares held by all Directors as of the book closure period (October 26) for the 2023 Shareholders' Meeting:

October 26, 2023

Title	Name	Shares Held
Number of Shares	Holding Ratio
Chairman of the Board	Alex Lin	34,245,933	17.59%
Director	Wang Anya	0	0.26%
Director	Huang Shao-Hua.	0	0%
Director	Tseng Chia-Hung	8,687,017	4.46%
Independent Director	Mo Zhaohong	0	0%
Independent Director	Chen Beiweii	0	0%
Independent Director	Tsai Cheng-Hsian	0	0%
Subtotal of shares held by all Directors		43,432,950	22.31%
The minimum number of shares required to be held by the entire body of Directors		11,680,667	6.00%

1. Total shares issued as of October 26, 2023: 194,677,775 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%.