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LINEPAY AGM Information 2026

Apr 24, 2026

52688_rns_2026-04-24_9124d9d3-c85b-4d12-a1a0-61736033f7ab.pdf

AGM Information

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Stock Code 7722

LINE Pay

LINE Pay Taiwan Limited

2026 Annual General Shareholders' Meeting Handbook (Translation)

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Date : 10:00 AM on May 26, 2026 (Tuesday)

Venue: 7F., No. 2, Jingmao 2nd Rd., Nangang Dist., Taipei City (Nangang Exhibition Center Hall 2, Room 701E)

Meeting Method: Physical Shareholders' Meeting

  • Notice to Readers -

This is a translation of the 2026 annual general shareholders' meeting handbook of LINE Pay Taiwan Limited. The translation is for reference only. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.


Contents

Page

I. Meeting Procedure...1
II. Meeting Agenda...2
1. Reporting Matters...4
2. Recognition Matters...7
3. Discussion Matters...9
4. Election Matter...11
5. Other Proposal...12
6. Extemporary Motions...12
7. Adjournment...12

III. Attachments
1. Business Report 2025...13
2. Audit Committee’s Review Report...22
3. Comparison Table of Amendments to the Rules of Procedure for Board of Directors Meetings...23
4. Comparison Table of Amendments to Sustainable Development Best Practice Principles...25
5. Comparison Table of Amendments to Second Employee Stock Option Plan of Year 2023...27
6. Comparison Table of Amendments to Third Employee Stock Option Plan of Year 2023...36
7. 2025 Independent Auditors’ Report and Consolidated Financial Statements...45
8. 2025 Independent Auditors’ Report and Parent Company Only Financial Statements...56
9. FY2025 Earnings Distribution Table...67
10. Comparison Table of Amendments to Articles of Incorporation...68
11. Comparison Table of Amendments to Rules of Procedures for Shareholders’ Meetings...72
12. Comparison Table of Amendments to Procedures for Acquiring or Disposing of Assets...74


  1. List of Candidates for Election as Directors...76
  2. List of Release the Non-competition Restrictions of New Directors...79

IV. Appendices

  1. Rules of Procedure for Board of Directors (Before Amendment)...80
  2. Sustainable Development Best Practice Principles (Before Amendment)...87
  3. Second Employee Stock Option Plan of Year 2023 (Before Amendment)...98
  4. Third Employee Stock Option Plan of Year 2023 (Before Amendment)...106
  5. Articles of Incorporation of LINE Pay Taiwan Limited (Before Amendment)...114
  6. Rules of Procedures for Shareholders’ Meetings (Before Amendment)...122
  7. Procedures for Acquiring or Disposing of Assets (Before Amendment)...136
  8. Procedures for Election of Directors...153
  9. Shareholdings of All Directors...156

I. Meeting Procedure

LINE Pay Taiwan Limited
Procedure for the Annual General Meeting of Shareholders for Year 2026

I. Call the Meeting to Order
II. Chairperson Remarks
III. Reporting Matters
IV. Recognition Matters
V. Discussion Matters
VI. Election Matter
VII. Other Proposal
VIII. Extemporary Motions
IX. Adjournment

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II. Meeting Agenda

LINE Pay Taiwan Limited

Agenda for the Annual General Meeting of Shareholders for Year 2026

Date: 10:00 AM on May 26, 2026 (Tuesday)

Venue: 7F., No. 2, Jingmao 2nd Rd., Nangang Dist., Taipei City (Nangang Exhibition Center Hall 2, Room 701E)

Meeting Mode: Physical Meeting

I. Call the Meeting to Order
II. Chairperson Remarks
III. Reporting Matters

(1) 2025 business report.
(2) 2025 Audit Committee review report.
(3) 2025 report on employee and director compensation distribution.
(4) 2025 report on earnings distribution in cash.
(5) Report on amendments to “Rules of Procedure for Board of Directors Meetings.”
(6) Report on amendments to “Sustainable Development Best Practice Principles.”
(7) Report on amendments to “Second Employee Stock Option Plan of Year 2023.”
(8) Report on amendments to “Third Employee Stock Option Plan of Year 2023.”

IV. Recognition Matters

(1) Proposal for the 2025 business report.
(2) Proposal for the 2025 financial statements, including consolidated statements.
(3) Proposal for the 2025 earnings distribution.

V. Discussion Matters

(1) Proposal for the issuance of new shares through capitalization of earnings for Year 2025.
(2) Proposal for amendments to “Articles of Incorporation.”


(3) Proposal for amendments to “Rules of Procedure for Shareholders’ Meetings.”
(4) Proposal for amendments to “Procedures for Acquiring or Disposing Assets.”

VI. Election Matter
(1) Proposal for the election of Directors.

VII. Other Proposal
(1) Proposal for releasing the newly-elected directors from non-competition restrictions.

VIII. Extemporary Motions

IX. Adjournment


Reporting Matters

  • 1
    Subject: 2025 business report.
    Explanation: Regarding the 2025 business report, please refer to Attachment 1 on Pages 13 to 21 of this handbook.

  • 2
    Subject: 2025 Audit Committee review report.
    Explanation: Regarding the 2025 Audit Committee’s review report, please refer to Attachment 2 on Page 22 of this handbook.

  • 3
    Subject: 2025 report on employee and director compensation distribution.
    Explanation:

  • According to Article 31 of the Company's Articles of Incorporation, if there is surplus profit in a fiscal year, the Company shall set aside no less than 1% out of the surplus profit as employees' compensation (including no less than 20% out of the employee compensation for adjustment to salary or wage or as compensation for rank-and-file employees) and no more than 1% out of the surplus profit as compensation of Directors. However, if the Company has accumulated losses, the Company shall reserve an amount equivalent to such accumulated losses for making-up the losses.

  • The Company proposes to allocate employee (including rank-and-file employees) compensation at 1% for Year 2025, totaling NTD 7,080,000. The proposed allocation is consistent with the provision in the financial statements for Year 2025. Employee compensation will be distributed in cash. Additionally, no director's compensation will be distributed.

  • Employee compensation is distributed to full-time employees of the Company. The proposal has been approved by the Board of Directors on March 10, 2026. The Chairman is authorized to handle with full discretion the matters related to the disbursement amount of

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compensation, employee qualification recognition, etc., taking into account factors such as working period, job level, job performance, overall contribution, or special achievements.

■ 4 ■

Subject: 2025 report on earnings distribution in cash.

Explanation:

  1. Pursuant to Article 31-1 of the Company’s Articles of Incorporation, the Company may, by a resolution adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of Directors, have the profit distributable as cash dividends, and a report of such distribution shall be submitted to the shareholders’ meeting.

  2. The proposal has been approved by the Board of Directors on March 10, 2026. From the distributable earnings of Year 2025, an amount of NTD 102,000,000 is proposed to be allocated for cash dividends to shareholders, with a cash dividend of NTD 1.5 per share. Cash dividends will be distributed in whole NTD amounts (fractions of less than NTD 1 will be disregarded), and the total amount of the disregarded fractions will be recorded as other income for the Company.

  3. The ex-dividend date and related distribution matters for this cash dividend are authorized to be fully handled by the Chairman.

  4. If, due to changes in the Company’s share capital, the number of outstanding shares is affected and the dividend per share requires adjustment, the Chairman is authorized to make such adjustments with full discretion.

■ 5 ■

Subject: Report on amendments to “Rules of Procedure for Board of Directors Meetings.”

Explanation: The amendments to Rules of Procedure for Board of Directors Meetings have been approved by the Board of Directors on May 13, 2025. Please refer to Attachment 3 on Pages 23 to 24 of this handbook.

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6

Subject: Report on amendments to “Sustainable Development Best Practice Principles.”

Explanation: The amendments to Sustainable Development Best Practice Principles have been approved by the Board of Directors on November 11, 2025. Please refer to Attachment 4 on Pages 25 to 26 of this handbook.

7

Subject: Report on amendments to “Second Employee Stock Option Plan of Year 2023.”

Explanation: The amendments to Second Employee Stock Option Plan of Year 2023 have been approved by the Board of Directors on August 12, 2025, and January 30, 2026. Please refer to Attachment 5 on Pages 27 to 35 of this handbook.

8

Subject: Report on amendments to “Third Employee Stock Option Plan of Year 2023.”

Explanation: The amendments to Third Employee Stock Option Plan of Year 2023 have been approved by the Board of Directors on August 12, 2025, and January 30, 2026. Please refer to Attachment 6 on Pages 36 to 44 of this handbook.


Recognition Matters

  • 1

Subject: Proposal for the 2025 business report. (Proposal submitted by the Board of Directors)

Explanation: The 2025 business report has been reviewed by the Audit Committee. Please refer to Attachment 1 on Pages 13 to 21 of this handbook.

Resolution:

  • 2

Subject: Proposal for the 2025 financial statements, including consolidated statements. (Proposal submitted by the Board of Directors)

Explanation: The 2025 financial statements, including consolidated statements, have been audited by Connie Chen and Robert Yu, Certified Public Accountants of Deloitte & Touche. Regarding the independent auditors' report and financial statements, please refer to Attachment 7 on Pages 45 to 55 and Attachment 8 on Pages 56 to 66 of this handbook.

Resolution:

  • 3

Subject: Proposal for the 2025 earnings distribution. (Proposal submitted by the Board of Directors)

Explanation:

  1. In accordance with the Company Act and the Articles of Incorporation, the earnings distribution table for the Year 2025 has been prepared. Please refer to Attachment 9 on Page 67 of this handbook.

  2. The Company's distributable earnings for 2025 amount to NTD 1,424,534,080 and proposes to distribute cash dividends of NTD 102,000,000 (cash dividend of NTD 1.5 per share) and stock dividends of NTD 34,000,000 (stock dividend of approximately NTD 0.5 per share). Cash dividends will be distributed rounded down to the nearest NT dollar, and any fractional amounts will be recorded as other income of the Company.

  3. If future changes in the Company's capital affect the number of outstanding shares and

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consequently alter the shareholder dividend or stock allocation ratios, the shareholders authorize the Chairman to make full adjustments in accordance with the Company Act or other relevant laws and regulations.

  1. If any conditions of this earnings distribution proposal are affected by changes in laws or regulations, or by approval of competent authorities, the Chairman is authorized to make full adjustments accordingly.

Resolution:

8


Discussion Matters

■ 1 ■

Subject: Proposal for the issuance of new shares through capitalization of earnings for Year 2025. (Proposal submitted by the Board of Directors)

Explanation:

  1. The Company proposes to appropriate NTD 34,000,000 from 2025 distributable earnings as stock dividends and issue 3,400,000 new shares through capitalization. Each share has a par value of NTD 10 and is ordinary stock. After the increase, total issued shares will be 71,400,000. The new shares will be uncertificated, with rights and obligations identical to existing shares.

  2. Allocation will be based on the shareholders and holdings in the register on the capital increase record date. 50 shares will be distributed free for every 1,000 shares held. Fractional shares under one share may be aggregated within five days via the stock agent. Remaining fractions will be paid in cash at par value under Article 240 of the Company Act. The Chairman is authorized to sell such fractions to specific persons at par.

  3. If future changes in capital affect outstanding shares and shareholder allocation ratios, the Chairman is authorized to make full adjustments accordingly.

  4. Once approved by the shareholders’ meeting and filed with competent authorities, the Board is authorized to set the ex-rights/ex-dividend record date and related matters. Adjustments due to authority approval or practical needs may be made by the Board.

Resolution:

■ 2 ■

Subject: Proposal for amendments to “Articles of Incorporation.” (Proposal submitted by the Board of Directors)

Explanation:

  1. Due to business needs of the Company, the Company plans to amend certain provisions of the Articles of Incorporation of the Company.

  1. Regarding the “Comparison Table of the Amendments to Articles of Incorporation”, please refer to Attachment 10 on Pages 68 to 71 of this handbook.

Resolution:

  • 3 -

Subject: Proposal for amendments to “Rules of Procedure for Shareholders’ Meetings.” (Proposal submitted by the Board of Directors)

Explanation:

  1. Due to business needs of the Company, the Company plans to amend certain provisions of the Rules of Procedure for Shareholders’ Meetings.
  2. Regarding the “Comparison Table of the Amendments to Rules of Procedure for Shareholders’ Meetings”, please refer to Attachment 11 on Pages 72 to 73 of this handbook.

Resolution:

  • 4 -

Subject: Proposal for amendments to “Procedures for Acquiring or Disposing Assets.” (Proposal submitted by the Board of Directors)

Explanation:

  1. Due to business needs of the Company, the Company plans to amend certain provisions of the Procedures for Acquiring or Disposing Assets.
  2. Regarding the “Comparison Table of the Amendments to Procedures for Acquiring or Disposing Assets”, please refer to Attachment 12 on Pages 74 to 75 of this handbook.

Resolution:

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Election Matter

Subject: Proposal for the election of Directors. (Proposal submitted by the Board of Directors)

Explanation:

  1. The term of office of the Company’s directors will expire on January 1, 2027. In accordance with the Company Act and in consideration of the scheduled date of the annual general meeting of shareholders for Year 2026, it is proposed that a full re-election of directors be conducted in advance at this annual general meeting of shareholders.

  2. Pursuant to the Company’s Articles of Incorporation, 9 directors, including 4 independent directors, shall be elected in this election. The newly elected directors shall assume office from the date of election, with a term of office commencing on May 26, 2026 and ending on May 25, 2029, for a term of 3 years.

  3. The Company adopts a candidate nomination system for the election of directors (including independent directors). Shareholders shall elect directors from the list of director candidates, and an Audit Committee shall be formed by all independent directors.

  4. The proposed list of candidates for the Company’s directors (including independent directors), please refer to Attachment 13 on Pages 76 to 78 of this handbook.

  5. This proposal has been approved by the Board of Directors and is submitted to the Shareholders’ Meeting for election.

Resolution:


12

Other Proposal

■ 1 ■

Subject: Proposal for releasing the newly-elected directors from non-competition restrictions.
(Proposal submitted by the Board of Directors)

Explanation:

  1. Pursuant to Article 209 of the Company Act, “A director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.”

  2. Directors of the Company may engage in activities within the Company’s business scope, giving rise to potential conflicts of interest under the non-competition provisions (please refer to Attachment 14 on Pages 79 of this handbook). Provided that such activities do not prejudice the Company’s interests, and in accordance with Article 209 of the Company Act, the matter is submitted to the shareholders’ meeting for approval to release the newly elected directors (including independent directors) from the restrictions under the non-competition provisions.

Resolution:

Extemporary Motions

Adjournment


【Attachment 1】

LINE Pay Taiwan Limited

Business Report for Year 2025

The year 2025 was of extraordinary significance for the Company. In addition to marking the tenth anniversary of our founding, it also represented the first critical year following our listing. Guided by the vision of “to be part of everyone's life” and anchored by the core value of “Be Better,” we continued to enhance our services and strengthen research and development investment to improve overall competitiveness and sustain long-term growth momentum.

After a decade of deep engagement in Taiwan, the Company has established a scaled domestic payment ecosystem by expanding payment scenarios and points-of-sale to enhance accessibility and convenience. Guided by merchants’ practical operational needs, the Company continues to refine merchant management and service processes, strengthen support for merchants of different scales, and increase partnership stickiness and long-term usage, while meeting users’ payment needs across diverse scenarios. As the domestic market matures, the Company is advancing overseas expansion, initially focusing on payment scenarios for inbound visitors to Taiwan to stimulate domestic growth, while collaborating with overseas merchants to allow Taiwanese travelers to use familiar payment methods abroad, thereby enhancing convenience and the overall travel experience.

To further expand the depth and breadth of its payment services, the Company established a wholly owned subsidiary, LINE Pay EPI Taiwan Limited, in 2025 and integrated the LINE Pay Money electronic payment service into the LINE Pay ecosystem. By offering multiple payment methods, the Company has broadened usage scenarios and advanced LINE Pay from a credit card-based service into a comprehensive payment platform. At the initial launch stage, services including top-ups, transfers, split payments, and bill payments were introduced. Going forward, the Company plans to extend these offerings to transportation payments and small-amount remittances, and, in compliance with applicable regulations, to develop cross-border services to meet users’ diverse financial needs.

In terms of technological and service innovation, the Company continues to adopt AI technologies and big data analytics to deepen user behavior insights and enhance precision targeting and recommendations, thereby improving the effectiveness of marketing applications. At the same time, the Company plans to upgrade its merchant management platform, the “Good Partner App,” with more intuitive operations and service design to address merchants’ pain points and improve operational efficiency. Looking ahead, the Company will also introduce gamified offline interactive advertising services that offer user engagement rewards while helping merchants reach new customers, gradually building an integrated payment and marketing ecosystem connecting users, merchants, and cities.

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In summary, the Company has established a solid foundation for future development and will continue to advance service enhancements and market expansion. By working closely with its partners to jointly enhance service value, the Company is committed to creating long-term value for shareholders and to remaining a trusted presence in the everyday lives of users, merchants, and partners.

I. Operating Results for the Fiscal Year 2025

(I) Implementation of the 2025 Business Plan

The Company maintained profitability in 2025, with an annual revenue of NT$ 7,872,004 thousand and net income attributed to stockholders of the Company of NT$ 507,386 thousand.

(II) Budget Implementation

The Company did not disclose the 2025 financial forecasts, and thus no information regarding budget implementation is available.

(III) Financial Income/Expenditures and Profitability Analysis

  1. Financial Income/Expenditures
    Unit: NT$ Thousand
Item FY2025 FY2024 YoY YoY%
Operating Revenue 7,872,004 6,296,000 1,576,004 25.03%
Gross Profit 2,573,394 1,985,898 587,496 29.58%
Operating Expenses 1,985,650 1,244,964 740,686 59.49%
Profit from Operations 587,744 740,934 (153,190) (20.68%)
Net Profit for The Year 507,386 647,119 (139,733) (21.59%)
Net Profit Attributable to Owners of The Company 507,386 647,119 (139,733) (21.59%)
  1. Profitability Analysis
Item FY2025 FY2024
Return on Assets (%) 2.81% 4.45%
Return on Equity (%) 2.41% 8.25%
Net Profit Margin (%) 6.45% 10.28%
Earnings Per Share (NT$) 7.46 10.67

(IV) Status of Research and Development

  1. Growing Users and Points-of-Sale Network to Drive Steady Transaction Growth As of the end of 2025, LINE Pay had over 13.6 million registered users and continued to expand its points-of-sale network through cross-industry partnerships. During the year, 71,000 new domestic points-of-sale were added, bringing the total in Taiwan to 660,000, while overseas points-of-sale exceeded 80,000, resulting in more than 740,000

points-of-sale across domestic and overseas markets covering major consumption scenarios. LINE Pay further expanded key online and offline payment scenarios, including integrations with Uber, Kuo-Kuang Motor Transport, and Agoda, while strengthening collaboration with small and medium-sized merchants. Total GMV reached NTD 868.6 billion, representing an 15% year-on-year increase and reflecting steady growth momentum.

  1. Enhancing Merchant Services and Capabilities to Improve Partner Operations

LINE Pay continues to enhance merchant services and backend functionalities to support merchants in improving operational efficiency and creating new business opportunities. In 2025, group-level management functions were introduced for chain stores and strategic partners, integrating transaction and settlement records from both electronic payments and existing third-party payment service. This enables multi-location brands to manage operations across stores through a single platform, improving overall service convenience.

In voucher services, LINE Pay “Payshop” continued to expand its application scenarios. In 2025, it was successfully introduced in hotels, parking lots, and other venues, with service introduced to over 2,000 merchants. Combined with map functionality, it helps merchants precisely reach potential customers and enhance marketing effectiveness. Additionally, “LINE Pay Marketing Platform” launched a new “post-purchase reward voucher” program to help small and medium-sized merchants strengthen repeat purchase incentives and deepen customer relationships. LINE Pay will continue to prioritize merchants’ practical needs and provide diverse and intelligent operational support through functional integration and service innovation.

  1. Deepening Financial Industry Collaboration to Meet Diverse User Needs

LINE Pay continues to prioritize financial service innovation and deepen strategic cooperation with financial institutions. Leveraging the integrated advantages of the LINE Pay financial platform, the Company responds to users’ demand for diverse financial services. In 2025, in addition to maintaining close collaboration with four co-branded card and points reward card partner banks, LINE Pay partnered with 35 financial institutions to offer a total of 254 financial products across three dedicated categories—credit cards, loans, and insurance. Through digital service design, users can more efficiently search and compare financial information, improving accessibility and user experience, and demonstrating the platform’s contribution to promoting inclusive finance.

  1. Expanding Overseas Markets and Broadening Overseas Payment Services

As of the end of 2025, LINE Pay’s overseas payment service recorded cumulative GMV

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of nearly NTD 1.5 billion. More than 300,000 users made purchases using LINE Pay in Korea, with transaction volume exceeding 800,000 transactions, demonstrating significant results within one year of formally launching overseas payment services.

In expanding overseas points-of-sale, LINE Pay prioritized partnerships with leading Korean brands frequently visited by Taiwanese travelers, covering duty-free shops, convenience stores, fashion, beauty, department stores, and tourist attractions, and offering exclusive promotions through marketing collaborations. In 2025, LINE Pay added major partners such as Lotte Mart, Shinsegae Simon Outlet, Lotte Duty Free, Lotte Department Store, and Lotte World, with points-of-sale across major cities and tourist hotspots. The service also expanded to retail and dining venues within Korean railway stations, and LINE Pay signed MOU with the Korea Tourism Organization and the Busan Tourism Organization, becoming the first Taiwanese mobile payment provider to jointly promote overseas payment services for Taiwanese travelers in Korea with these institutions. In addition, LINE Pay leveraged ecosystem resources to offer users traveling to Korea “Travel to Korea” travel information, LINE Pay “Activities” overseas ticketing and coupons, vouchers and LINE POINTS rewards, providing Taiwanese consumers with a one-stop experience from trip planning to payment benefits.

  1. Expand into Electronic Payment to Complete the Payment Ecosystem

Following the issuance of the exclusive electronic payment license by the Financial Supervisory Commission to the Company's wholly owned subsidiary, LINE Pay EPI Taiwan Limited, on August 21, 2025, LINE Pay entered a new phase of development. In December of the same year, the "LINE Pay Money" electronic payment service was officially launched, offering account payments, top-ups, transfers, and bill payments, alongside a fully optimized user interface. This enables more than 13 million members to enjoy a more convenient and enhanced payment experience, and to access more comprehensive services within the familiar LINE Pay ecosystem.

II. Business Plan for 2026

(I) Business Strategies

As the Company's business scale continues to expand and its service offerings become increasingly diversified, LINE Pay's strategic focus has gradually shifted from a single payment service to a platform-based model that integrates financial services and marketing solutions. Going forward, the Company will continue to strengthen its core payment infrastructure and enhance overall platform value through service integration, functional optimization, and cross-industry resource integration, forming the foundation for medium-to long-term business expansion and sustainable growth.

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In the domestic market, LINE Pay will continue to deepen local services, expand its user base and points-of-sale network, and use electronic payment services to complement the limitations of existing credit card payments, thereby broadening usage scenarios and enhancing user stickiness. At the same time, the Company will continue to expand its network of financial partners and promote diverse collaborations with banks, securities firms, and other financial institutions to provide more convenient and competitive payment services, driving stable transaction growth. The Company will also gradually introduce emerging technologies such as AI and AR to optimize user experience and help merchants improve operational efficiency.

In terms of overseas expansion, LINE Pay will leverage its operational experience in the Taiwan market to gradually extend into Korea, Japan, and Southeast Asia, expanding overseas points-of-sale and encouraging users to spend at partner merchants abroad, thereby continuously enlarging its global ecosystem footprint. From 2026 onward, LINE Pay will pursue direct merchant partnerships rather than relying on third-party integrations, establishing long-term and stable collaborations. The Company will also combine content-driven and personalized recommendation mechanisms to enhance the attractiveness and overall experience of overseas payment services.

To enhance the value of its marketing services, LINE Pay plans to launch an interactive advertising platform that connects users, merchants, and partners through participatory campaigns, improving exposure and marketing effectiveness. The Company will continue to invest in innovative technologies and service upgrades to strengthen the integration of payments and marketing, building a platform ecosystem that creates a virtuous cycle.

(II) Expected Sales Volume and Its Basis

As mobile payments become an essential tool for everyday consumption, Taiwan's payment market has moved from the adoption stage into a growth phase characterized by high-frequency usage and diversified application scenarios. Consumers' acceptance and frequency of digital payments continue to rise, driving steady growth in non-cash transaction volumes. This momentum is primarily supported by the expansion of usage scenarios and increased user stickiness.

LINE Pay has long established its presence across major consumption scenarios such as dining, retail, and entertainment. By continuously expanding points-of-sale and deepening merchant partnerships, LINE Pay has effectively increased users' daily usage frequency. Furthermore, with the official launch of the "LINE Pay Money" electronic payment service in December 2025, the Company expects to extend LINE Pay's reach into areas that have traditionally been difficult to adopt through third-party payments, such as transportation and small-amount remittances, further broadening service coverage. Coupled with integrated

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marketing services and promotional mechanisms, this has created a virtuous cycle that supports growth in both transaction volume and value.

In 2026, benefiting from the continued promotion of non-cash payment policies by regulatory authorities, the maturation of digital financial infrastructure, and more stable user payment behavior, LINE Pay is well positioned for continued growth in transaction volume and related operating scale. Going forward, the Company will continue to optimize service experience, expand application scenarios, and deepen the development of its marketing services platform to support business expansion and operational performance improvement.

(III) Key Policies on Product Distribution

The Company will continue to enhance its services and develop the LINE Pay ecosystem through the following initiatives: (1) expanding overseas markets, (2) extending electronic payment services, (3) upgrading the Good Partner App with comprehensive AI capabilities, (4) optimizing the Merchant Map with AR technology, and (5) building a new LINE Pay interactive advertising platform. The strategies are outlined as follows:

1. Expanding Overseas Markets

To expand its business footprint, LINE Pay is leveraging the advantages accumulated in Taiwan to progressively extend its merchant partnership-based marketing model and service experience to overseas markets. In 2025, LINE Pay continued to deepen its presence in the South Korean market by pursuing an exclusive “content platform” strategy. Through close collaboration with overseas merchants, LINE Pay transforms merchant characteristics into engaging content, offering more compelling incentives and exclusive promotions. This enables users to plan their travel more conveniently before departure and to enjoy seamless payment experiences and discounts during their trips. We have verified through data that this strategy and business model are delivering strong results. Going forward, LINE Pay will continue to deepen this strategy and gradually expand its overseas services to neighboring markets such as Japan and Southeast Asia, with a long-term objective of further extending to global markets including Europe and the United States.

2. Extending Electronic Payment Services

The new “LINE Pay Money” service launched on December 3, 2025, completing the LINE Pay ecosystem and marking a key milestone in our financial services expansion. At launch, it offered top-up, transfers, bill splitting, and bill payment, enabling users to enjoy a more comprehensive and consistent experience within the LINE Pay ecosystem. Going forward, we will continue to expand the use cases of electronic payments, extending beyond daily spending to areas that have been difficult for third-party providers to enter, such as transportation and small cross-border remittances. We will

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also plan cross-border operations in line with relevant regulations to provide users with more convenient and comprehensive cross-border services.

  1. Upgrading the Good Partner App with Comprehensive AI Capabilities

LINE Pay launched the merchant management backend “Good Partner App” in 2022 and has continuously enhanced its functions, including transaction and settlement tracking, Merchant Map exposure management, sales reports, and marketing plan applications. To drive innovation and address merchant pain points, the Company plans a full AI upgrade of merchant services in 2026, prioritizing “AI Insight Report,” “AI Audio Report,” and “MKT One-Click Promotion.” The new features will present sales data more intuitively and incorporate weather and holiday information, enabling merchant owners to understand performance without analyzing complex data. The voice summary function of “AI Audio Report” will help merchant owners grasp key sales insights during commutes or opening/closing hours, improving efficiency, while AI will enable one-click marketing plan generation, allowing merchant owners to apply AI-recommended plans and use LINE Pay marketing tools to drive growth. LINE Pay will continue to enhance AI and merchant services, evolving the Good Partner App from an AI partner into an AI agent, becoming a key driver of merchant growth and service value.

  1. Optimizing the Merchant Map with AR Technology

To address the cluttered map information, visual noise, and difficulty linking to street view, LINE Pay plans to integrate AR technology to display merchant information directly on the live map. Users can simply point their phone camera to see store hours, reviews, and promotions without repeatedly switching between the map and street view. This feature is scheduled for a pilot launch in select areas in 2026, with gradual expansion to major commercial districts across Taiwan. In the future, LINE Pay will further convert merchant highlights and related information into 3D objects for a more engaging and attractive experience, transforming the city into an interactive information space. The upgraded Merchant Map will not only enhance usability but also evolve beyond “finding LINE Pay merchants” into an innovative service that accompanies users as they explore the city.

  1. Building a New LINE Pay Interactive Advertising Platform

LINE Pay is committed to building a payment-centric marketing ecosystem by continuously introducing diversified marketing solutions that provide merchants and partners with greater flexibility while enhancing user engagement. To this end, LINE Pay plans to launch an interactive advertising platform that enables users to earn rewards through simple and engaging interactions, while helping merchants effectively promote their brands, products, and services. This approach transforms traditional,

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potentially intrusive advertising into a gamified experience, shifting user engagement from passive viewing to enjoyable, reward-based participation. In the future, users accessing the Merchant Map in urban areas may discover hidden icons and receive LINE POINTS or coupons upon successful exploration, creating an experience closer to urban exploration than conventional advertising. Merchants may also design voting-based campaigns featuring key products or menu items, encouraging consumer participation in a light and rewarding manner. Through interactive and gamified advertising mechanisms, users can explore the city while merchants attract foot traffic and achieve tangible marketing exposure. The LINE Pay interactive advertising platform is not merely an advertising tool, but a better connection that links user participation through payment services, stimulates local foot traffic, drives actual consumption, and fosters a mutually beneficial advertising ecosystem among users, merchants, and cities.

III. Future Development Strategies, Effect of External Competition, Legal Environment, Overall Business Environment

Since its establishment, LINE Pay has been centered on payments and has progressively integrated financial and marketing services to build a large-scale, influential ecosystem. This has established a solid user base and points-of-sale network, enabling LINE Pay to maintain its leading position in the mobile payment market. Going forward, LINE Pay will continue to leverage its ecosystem advantages by integrating services and optimizing functionalities to expand its service scope and enhance brand value, addressing the diverse needs of users, merchants, and partners.

In recent years, competition in Taiwan's mobile payment market has intensified, and reward-based incentives alone are no longer sufficient as a primary competitive advantage. LINE Pay will center its strategy on ecosystem integration capabilities, continuously enhancing platform functionality and launching differentiated innovative services to strengthen user engagement. Through a virtuous cycle, the Company will drive steady growth in transaction volume and operating performance.

In terms of regulatory environment, oversight of mobile payments has become increasingly stringent. The Company places compliance at the core of its operations to ensure that all services meet the requirements of competent authorities. LINE Pay has established a comprehensive information security governance framework, appointing a Chief Information Security Officer and a dedicated cybersecurity department, and has obtained international certifications including ISO/IEC 27001:2022 and PCI DSS v4.0.1. At the same time, the Company continues to support and supervise its electronic payment subsidiary in implementing regulatory requirements, building governance, internal control, risk management, compliance, and information security systems. In addition, the Company has strengthened specialized regulations for customer complaint handling, fraud prevention, anti-money laundering, and countering the financing of terrorism to ensure an effective compliance regime.

20


Through these efforts, LINE Pay delivers a secure, stable, and trustworthy service, supporting sustainable corporate operations.

In terms of the overall operating environment, LINE Pay continues to leverage AI and big data analytics to understand user behavior and consumption preferences, driving personalized recommendations and precision marketing to enhance merchants’ marketing efficiency and operational performance. Looking ahead, the Company will further integrate emerging technologies such as AI and AR to optimize marketing services and merchant backend systems, strengthen user experience and engagement, and improve advertising targeting accuracy and overall marketing effectiveness. In addition, in response to growing demand for overseas payments, the Company will accelerate its international market expansion, deepen strategic partnerships, expand overseas payment scenarios and services, and optimize content platforms to enhance the cross-border payment experience, while continuously adjusting operational strategies to consolidate competitive advantages.

Looking ahead to 2026, LINE Pay will position “Be Better” as its brand core and, on a solid foundation, continue to drive service and technology upgrades, expand diversified application scenarios, and deepen its pivotal role among users, merchants, and partners to enhance platform value and generate long-term shareholder returns. At the same time, LINE Pay will continue to strengthen service quality and risk management, uphold sustainable development principles, and strive to become a long-term trusted service partner in people’s daily lives, creating sustainable value together with society.

Chairman: Woongju Jeong
CEO: Woongju Jeong
Accounting Manager: Reffy Hung


【Attachment 2】

Audit Committee's Review Report

The Board of Directors has prepared the Company's 2025 Business Report, Financial Statements (including Consolidated Financial Statements), and Proposal for Profit Distribution. Connie Chen and Robert Yu, Certified Public Accountants of Deloitte & Touche, have audited the Financial Statements (including Consolidated Financial Statements), and the Audit Report has been issued. The Business Report, Financial Statements (including Consolidated Financial Statements), and Proposal for Profit Distribution have been reviewed and determined to be correct and accurate by the Audit Committee of LINE Pay Taiwan Limited. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

To General Meeting of Shareholders for Year 2026

LINE Pay Taiwan Limited

Chair of the Audit Committee: Josephine Peng

img-1.jpeg

March 13, 2026


【Attachment 3】

LINE Pay Taiwan Limited

Comparison Table of Amendments to the Rules of Procedure for Board of Directors Meetings

Current Article Amend Article Description
Article 3 (Meeting notification and meeting materials)
The board of directors appoints the Business Management Team of the Company as the agenda working group. The agenda working group shall draft agenda items and prepare sufficient meeting materials of the board meeting and deliver them together with the notice of the meeting.
A director who is of the opinion that the meeting materials provided are insufficient may request the agenda working group for supplementary materials. If a director is of the opinion that materials concerning any proposal are insufficient, the deliberation of such proposal may be postponed by a resolution of the board of directors. Article 3 (Meeting notification and meeting materials)
The board of directors appoints the Business Management Governance Affairs Team of the Company as the agenda working group. The agenda working group shall draft agenda items and prepare sufficient meeting materials of the board meeting and deliver them together with the notice of the meeting.
A director who is of the opinion that the meeting materials provided are insufficient may request the agenda working group for supplementary materials. If a director is of the opinion that materials concerning any proposal are insufficient, the deliberation of such proposal may be postponed by a resolution of the board of directors. Due to the Company's organizational restructuring, the name of the responsible unit is revised.
Article 17 (Supplementary provisions)
These Rules shall be adopted by the approval of board meeting and shall be reported to the shareholders meeting. The board of directors may be authorized to adopt, by resolution, any Article 17 (Supplementary provisions)
These Rules shall be adopted by the approval of board meeting and shall be reported to the shareholders meeting. The board of directors may be authorized to adopt, by resolution, any To add the revised date of the Rules.

future amendments to these Rules. These Rules became effective from April 21, 2018. The first amendments are made on October 23, 2019. The second amendments are made on June 7, 2023. The third amendments are made on November 21, 2023. The fourth amendments are made on March 28, 2024. future amendments to these Rules. These Rules became effective from April 21, 2018. The first amendments are made on October 23, 2019. The second amendments are made on June 7, 2023. The third amendments are made on November 21, 2023. The fourth amendments are made on March 28, 2024. The fifth amendments are made on May 13, 2025.

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【Attachment 4】

LINE Pay Taiwan Limited

Comparison Table of Amendments to Sustainable Development Best Practice Principles

Current Article Amended Article Explanation
Article 15
The Company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from its business operations:
1. ~ 6. (Omitted) Article 15
The Company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment, living creatures, and human beings from its business operations:
1. ~ 6. (Omitted)
7. Enhance the conservation, sustainable use, and fair and equitable benefits of marine and costal biodiversity and ecosystem. To align with the amendments to the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” made by the Taiwan Stock Exchange (TWSE) and to fulfill corporate social responsibility, relevant revisions have been made.
Article 21
The Company is advised to create a positive environment for employees’ career development and establish effective career training programs.
(Omitted) Article 21
The Company is advised to create a positive environment for employees’ career development and establish effective career training programs.
The Company is advised to develop industry-academia collaboration programs to cultivate talents for the industry. To align with the amendments to the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” made by the Taiwan Stock Exchange (TWSE) and to fulfill corporate social responsibility, relevant revisions have been made.

(Omitted)
Article 31 The Principles, and any amendments made hereto, shall be implemented after the board of directors grants the approval, and shall be reported at a shareholders' meeting. The Principles are enacted on September 26, 2023. Article 31 The Principles, and any amendments made hereto, shall be implemented after the board of directors grants the approval, and shall be reported at a shareholders' meeting. The Principles are enacted on September 26, 2023. The first amendments are made on November 11, 2025. To add the revised date of the Principles.

【Attachment 5】

LINE Pay Taiwan Limited

Comparison Table of Amendments to Second Employee Stock Option Plan of Year 2023

Current Article Amended Article Explanation
V – Terms and Conditions of the ESOP
(a) (Omitted)
(b) (Omitted)
(c) (Omitted)
(d) In case of any of the following events, the following shall apply to the rights under the Stock Options within the Validity Period of the Stock Options:
1) (Omitted)
2) Leave without Pay
For the Optionee who has been approved to take a leave without pay, to the extent the Option vested is exercisable, his/her Option may be exercised within one (1) month from the starting date of the Optionee taking a leave without pay; if the Option is not exercised within such time period, the rights under the Option shall be suspended and recovered from the date of the Optionee's V – Terms and Conditions of the ESOP
(a) (Omitted)
(b) (Omitted)
(c) (Omitted)
(d) In case of any of the following events, the following shall apply to the rights under the Stock Options within the Validity Period of the Stock Options:
1) (Omitted)
2) Leave without Pay
For the Optionee who has been approved to take a leave without pay, to the extent the Option vested is exercisable, his/her Option may be exercised within one (1) month from the starting date of the Optionee taking a leave without pay; provided that if the share transfer is suspended pursuant to applicable laws, the exercise period of the Option may be deferred accordingly with such suspension period; if In accordance with Article 54 of the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers”, stock options may not be exercised during the statutory book closure period. Therefore, this Procedure supplements the handling method for such period to comply with regulatory requirements and protect the rights and interests of the optionees.

| reinstatement. The rights under the unvested Options shall be recovered from the date of the Optionee's reinstatement and the vesting schedule shall be deferred with the period of such leave of absence; provided, however, that the maximum period for the exercise of right by the Optionee shall not exceed the Validity Period.
3) (Omitted)
4) (Omitted)
5) (Omitted)
6) (Omitted)
7) (Omitted)
(e) (Omitted) | the Option is not exercised within such time period, the rights under the Option shall be suspended and recovered from the date of the Optionee's reinstatement. The rights under the unvested Options shall be recovered from the date of the Optionee's reinstatement and the vesting schedule shall be deferred with the period of such leave of absence; provided, however, that the maximum period for the exercise of right by the Optionee shall not exceed the Validity Period.
3) (Omitted)
4) (Omitted)
5) (Omitted)
6) (Omitted)
7) (Omitted)
(e) (Omitted) | |
| --- | --- | --- |
| VI – Exercise
The Company will deliver the newly issued common shares. | VI – Exercise
The Company will deliver the newly issued common shares.; and pursuant to the proviso of Paragraph 1, Article 161 of the Company Act, the Company will issue the shares first and then proceed with the | 1. In accordance with Paragraph 1, Article 161 of the Company Act, a company shall not issue shares unless it has completed its incorporation registration or the corporate registration for change of capital for the |

28


29

capital increase registration accordingly. issuance of new shares; provided, however, that a public company may be exempted if otherwise prescribed by the securities competent authority. 2. In addition, pursuant to Article 2 of the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers,” the offering and issuance of securities shall be governed by these Regulations unless otherwise provided by other laws and regulations. Article 59 of the same Regulations further stipulates that the issuer shall apply for the corporate registration for change of capital with the competent authority in charge of company registration at least once every quarter after the issuance of new shares. 3. Therefore, in accordance with the proviso of the Company Act and the relevant provisions of the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers,” the Company explicitly adopts the procedure of “issuing the shares first and then proceeding with the

corporate registration for change of capital” to comply with the legal requirements and current share administration practices.
VII – Adjustment to Exercise Price

(a) (Omitted)

(b) Upon the issuance of the Stock Option, in the event of distribution of cash dividends by the Company, the Exercise Price shall be adjusted in accordance with the following formula and rounded off to the first decimal place.

Exercise Price After Adjustment = Exercise Price Before Adjustment × (1 – Ratio of Cash Dividend Per Common Share to Par Value)

(c) (Omitted)

(d) (Omitted) | VII – Adjustment to Exercise Price

(a) (Omitted)

(b) Upon the issuance of the Stock Option, in the event of distribution of cash dividends by the Company, the Exercise Price shall be adjusted in accordance with the following formula and rounded off to the first decimal place and the ratio with respect to market price per share exceeds 1.5%, the conversion price shall be adjusted downward based on such ratio starting from the ex-dividend record date using the following formula (rounded off to the first decimal place).

Exercise Price After Adjustment = Exercise Price Before Adjustment × (1 – Ratio of Cash Dividend Per Common Share to Par Value/Market Price Per Share)

The market price per share as mentioned above shall be determined based on the | 1. The original ESOP used “par value per share” as the basis for price adjustment. To better reflect actual market conditions and enhance the reasonableness of the adjustment mechanism, the calculation basis has been revised to “market price per share.”

  1. The calculation rationale for “market price per share” has been newly added, expressly specifying that it shall be based on the simple arithmetic average of the closing prices of common shares for any one of the one, three, or five business days prior to the record date as announced in the ex-dividend notice, in order to facilitate practical implementation.

  2. It is specified that a downward adjustment to the subscription price will only be made when the ratio of cash dividend per share to market price per share exceeds 1.5%, in order to avoid overly frequent |

30


| | simple arithmetic average of the closing prices of common shares calculated by choosing either one, three, or five business days prior to the date when the Company announces the book closure dates and ex-dividend date for cash dividends.

(c) (Omitted)
(d) (Omitted) | adjustments of the subscription price.

  1. The “ex-dividend record date” is added as the record date for adjusting the subscription price so as to be referenced for practical application. |
    | --- | --- | --- |
    | VIII – Procedures for Exercising the Stock Options

(a) Except for the period of share transfer suspension, the Stock Options may be exercised pursuant to the schedule under Section V (b) of this ESOP. The Optionee shall fill out the "Application Form for Exercising the Employee Stock Option" and submit the same to the Human Resource Department of the Company.

(b) After the Company accepts the application for exercising the Stock Options, the Company will notify the Optionee to make payment for stocks subscribed to the bank designated by the Company. The Optionee shall make full payment of | VIII – Procedures for Exercising the Stock Options

(a) Except for the period of share transfer suspension and the circumstances set forth in Paragraph (e) of this Section, the Stock Options may be exercised pursuant to the schedule under Section V (b) of this ESOP. The Optionee shall fill out the "Application Form for Exercising the Employee Stock Option" and submit the same to the Human Resource Department of the Company., and the exercise shall become effective upon the delivery of such application to the Company and may not be revoked thereafter.

(b) After the Company accepts the application for exercising the Stock | 1. In response to the Company’s TWSE listing and to comply with the supervisory requirements of the competent authority, Paragraphs (a) through (d) have been amended in accordance with Article 59 of the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” to specify the procedures for exercising stock options.

  1. Referring to Article 54 of the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers”, a new Paragraph (e) has been added to specify the periods during which stock options may not be exercised.

  2. The addition of the provision “the exercise shall become effective upon the delivery of such application to the |

31


stocks subscribed within the designated period and deliver a copy of the remittance slip to the Human Resource Department. The Optionee shall not revoke any payment once made. The Stock Options shall be deemed forfeited if the Optionee fails to make the payment within the designated period. Options, the Company will notify the Optionee to make payment for stocks subscribed to the bank designated by the Company. The Optionee shall make full payment of stocks subscribed within the designated period and deliver a copy of the remittance slip to the Human Resource Department. The Optionee shall not revoke any payment once made. The Stock Options shall be deemed forfeited if the Optionee fails to make the payment within the designated period, and it shall be deemed that the Optionee has waived the right to exercise the Stock Options for such request. The portion of the Stock Options for which the exercise has been requested but the payment has not been made shall be deemed unsubscribed, and the Optionee shall reapply for exercising the Stock Options. Company and may not be revoked thereafter” is based on the practical principle that “a declaration of intent becomes effective upon receipt,” thereby clarifying the effective timing of the exercise request, preventing uncertainty arising from withdrawal or revocation, and ensuring the stability of the stock subscription process and share administration operations.
(c) After confirming the receipt of full payment of the Exercise Price, the stock affairs agent of the Company shall record the number of shares subscribed on the Company’s shareholders roster and deliver the common stocks of the Company to the Optionee after completion of the corporate registration for change of capital (if applicable), printing and attestation of the share certificates (if applicable) as agreed. 4. A supplemental provision has been added to address the subsequent handling of cases in which the Optionee fails to make payment, specifying that a new subscription request must be submitted to avoid disputes in the subscription process. In addition, for partial payments, the rule “the portion of the Options for which the exercise has been requested but the payment has not been made shall be deemed unsubscribed, and the Optionee shall reapply for exercising the Options” has been included to clarify that partial payments take effect only for the fully paid portion, while the unpaid portion must be re-applied for, thereby maintaining

32


33

| been approved by the competent authority. | number of shares subscribed on the Company’s shareholders roster and deliver the newly issued common stocks of the Company to the Optionee after completion of the corporate registration for change of capital (if applicable), printing and attestation of the share certificates (if applicable) as agreed. by book-entry transfer through the centralized depository account within five (5) business days.

(d) The Chairman shall be authorized to set the stock issuance date in accordance with the relevant laws and regulations after the amendments to the corporate registration have been approved by the competent authority. The newly issued common stocks of the Company shall be listed and traded on the stock exchange from the date they are delivered to the Optionees.

(e) The Stock Options delivered by the Company to its employees may not be exercised during the following periods each year: | fairness and consistency in the exercise process.

  1. In accordance with Article 59 of the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers”, a new Paragraph (f) has been added to specify the timing for the Company to announce the number of shares delivered and to apply for the registration of capital change, in order to comply with regulatory requirements. |
    | --- | --- | --- |

34

| | 1) The statutory period of share transfer suspension prior to the annual shareholders’ meeting of the Company.
2) From fifteen (15) business days before the book closure date for allotment of shares without consideration, the book closure date for cash dividends, or the book closure date for rights issue of the Company, until the record date of such entitlement.
3) From the record date of capital reduction until the day before the commencement date of trading of the replacement shares after the capital reduction.
4) From the commencement date of suspension of share subscription due to change in the par value of shares until the day before the commencement date of trading of the new replacement shares.
5) Other statutory periods of share transfer | |
| --- | --- | --- |


suspension that occur based on actual circumstances. (f) The Company shall, within fifteen (15) days after the end of each quarter, publicly announce the number of shares delivered upon the exercise of employee stock options during the preceding quarter, and shall apply to the competent authority in charge of company registration for the corporate registration for change of capital of the shares subscribed through the exercise of stock options at least once every quarter.
XII- Miscellaneous (a) (Omitted) (b) (Omitted) (c) (Omitted) (d) This ESOP was approved by the Board of Directors on March 28, 2023. XII- Miscellaneous (a) (Omitted) (b) (Omitted) (c) (Omitted) (d) This ESOP was approved by the Board of Directors on March 28, 2023. The first amendment was made on August 12, 2025. The second amendment was made on January 30, 2026. To add the revised date of this ESOP.

35


【Attachment 6】

LINE Pay Taiwan Limited

Comparison Table of Amendments to Third Employee Stock Option Plan of Year 2023

Current Article Amended Article Explanation
V – Terms and Conditions of the ESOP
(a) (Omitted)
(b) (Omitted)
(c) (Omitted)
(d) In case of any of the following events, the following shall apply to the rights under the Stock Options within the Validity Period of the Stock Options:
1) (Omitted)
2) Leave without Pay
For the Optionee who has been approved to take a leave without pay, to the extent the Option vested is exercisable, his/her Option may be exercised within one (1) month from the starting date of the Optionee taking a leave without pay; if the Option is not exercised within such time period, the rights under the Option shall be suspended and recovered from the date of the Optionee's V – Terms and Conditions of the ESOP
(a) (Omitted)
(b) (Omitted)
(c) (Omitted)
(d) In case of any of the following events, the following shall apply to the rights under the Stock Options within the Validity Period of the Stock Options:
1) (Omitted)
2) Leave without Pay
For the Optionee who has been approved to take a leave without pay, to the extent the Option vested is exercisable, his/her Option may be exercised within one (1) month from the starting date of the Optionee taking a leave without pay; provided that if the share transfer is suspended pursuant to applicable laws, the exercise period of the Option may be deferred accordingly with such suspension period; if In accordance with Article 54 of the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers”, stock options may not be exercised during the statutory book closure period. Therefore, this Procedure supplements the handling method for such period to comply with regulatory requirements and protect the rights and interests of the optionees.

| reinstatement. The rights under the unvested Options shall be recovered from the date of the Optionee's reinstatement and the vesting schedule shall be deferred with the period of such leave of absence; provided, however, that the maximum period for the exercise of right by the Optionee shall not exceed the Validity Period.
3) (Omitted)
4) (Omitted)
5) (Omitted)
6) (Omitted)
7) (Omitted)
(e) (Omitted) | the Option is not exercised within such time period, the rights under the Option shall be suspended and recovered from the date of the Optionee's reinstatement. The rights under the unvested Options shall be recovered from the date of the Optionee's reinstatement and the vesting schedule shall be deferred with the period of such leave of absence; provided, however, that the maximum period for the exercise of right by the Optionee shall not exceed the Validity Period.
3) (Omitted)
4) (Omitted)
5) (Omitted)
6) (Omitted)
7) (Omitted)
(e) (Omitted) | |
| --- | --- | --- |
| VI – Exercise
The Company will deliver the newly issued common shares. | VI – Exercise
The Company will deliver the newly issued common shares.; and pursuant to the proviso of Paragraph 1, Article 161 of the Company Act, the Company will issue the shares first and then proceed with the | 1. In accordance with Paragraph 1, Article 161 of the Company Act, a company shall not issue shares unless it has completed its incorporation registration or the corporate registration for change of |

37


38

| | capital increase registration accordingly. | capital for the issuance of new shares; provided, however, that a public company may be exempted if otherwise prescribed by the securities competent authority.
2. In addition, pursuant to Article 2 of the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers,” the offering and issuance of securities shall be governed by these Regulations unless otherwise provided by other laws and regulations. Article 59 of the same Regulations further stipulates that the issuer shall apply for the corporate registration for change of capital with the competent authority in charge of company registration at least once every quarter after the issuance of new shares.
3. Therefore, in accordance with the proviso of the Company Act and the relevant provisions of the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers,” the Company explicitly adopts the procedure of “issuing the shares first and then |
| --- | --- | --- |


proceeding with the corporate registration for change of capital” to comply with the legal requirements and current share administration practices.
VII – Adjustment to Exercise Price

(a) (Omitted)

(b) Upon the issuance of the Stock Option, in the event of distribution of cash dividends by the Company, the Exercise Price shall be adjusted in accordance with the following formula and rounded off to the first decimal place.

Exercise Price After Adjustment = Exercise Price Before Adjustment × (1 – Ratio of Cash Dividend Per Common Share to Par Value)

(c) (Omitted)

(d) (Omitted) | VII – Adjustment to Exercise Price

(a) (Omitted)

(b) Upon the issuance of the Stock Option, in the event of distribution of cash dividends by the Company, the Exercise Price shall be adjusted in accordance with the following formula and rounded off to the first decimal place and the ratio with respect to market price per share exceeds 1.5%, the conversion price shall be adjusted downward based on such ratio starting from the ex-dividend record date using the following formula (rounded off to the first decimal place).

Exercise Price After Adjustment = Exercise Price Before Adjustment × (1 – Ratio of Cash Dividend Per Common Share to Par Value Market Price Per Share)

The market price per share as mentioned above shall | 1. The original ESOP used “par value per share” as the basis for price adjustment. To better reflect actual market conditions and enhance the reasonableness of the adjustment mechanism, the calculation basis has been revised to “market price per share.”

  1. The calculation rationale for “market price per share” has been newly added, expressly specifying that it shall be based on the simple arithmetic average of the closing prices of common shares for any one of the one, three, or five business days prior to the record date as announced in the ex-dividend notice, in order to facilitate practical implementation.

  2. It is specified that a downward adjustment to the subscription price will only be made when the ratio of cash dividend per share to market price per share exceeds 1.5%, in order to avoid overly frequent |

39


| | be determined based on the simple arithmetic average of the closing prices of common shares calculated by choosing either one, three, or five business days prior to the date when the Company announces the book closure dates and ex-dividend date for cash dividends.

(c) (Omitted)
(d) (Omitted) | adjustments of the subscription price.

  1. The “ex-dividend record date” is added as the record date for adjusting the subscription price so as to be referenced for practical application. |
    | --- | --- | --- |
    | VIII – Procedures for Exercising the Stock Options

(a) Except for the period of share transfer suspension, the Stock Options may be exercised pursuant to the schedule under Section V (b) of this ESOP. The Optionee shall fill out the "Application Form for Exercising the Employee Stock Option" and submit the same to the Human Resource Department of the Company.

(b) After the Company accepts the application for exercising the Stock Options, the Company will notify the Optionee to make payment for stocks subscribed to the bank designated by the Company. The Optionee | VIII – Procedures for Exercising the Stock Options

(a) Except for the period of share transfer suspension and the circumstances set forth in Paragraph (e) of this Section, the Stock Options may be exercised pursuant to the schedule under Section V (b) of this ESOP. The Optionee shall fill out the "Application Form for Exercising the Employee Stock Option" and submit the same to the Human Resource Department of the Company, and the exercise shall become effective upon the delivery of such application to the Company and may not be revoked thereafter.

(b) After the Company accepts the application for | 1. In response to the Company’s TWSE listing and to comply with the supervisory requirements of the competent authority, Paragraphs (a) through (d) have been amended in accordance with Article 59 of the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” to specify the procedures for exercising stock options.

  1. Referring to Article 54 of the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers”, a new Paragraph (e) has been added to specify the periods during which stock options may not be exercised.

  2. The addition of the provision “the exercise shall become effective upon the delivery of |

40


41

shall make full payment of stocks subscribed within the designated period and deliver a copy of the remittance slip to the Human Resource Department. The Optionee shall not revoke any payment once made. The Stock Options shall be deemed forfeited if the Optionee fails to make the payment within the designated period. exercising the Stock Options, the Company will notify the Optionee to make payment for stocks subscribed to the bank designated by the Company. The Optionee shall make full payment of stocks subscribed within the designated period and deliver a copy of the remittance slip to the Human Resource Department. The Optionee shall not revoke any payment once made. The Stock Options shall be deemed forfeited if the Optionee fails to make the payment within the designated period, and it shall be deemed that the Optionee has waived the right to exercise the Stock Options for such request. The portion of the Stock Options for which the exercise has been requested but the payment has not been made shall be deemed unsubscribed, and the Optionee shall reapply for exercising the Stock Options. such application to the Company and may not be revoked thereafter” is based on the practical principle that “a declaration of intent becomes effective upon receipt,” thereby clarifying the effective timing of the exercise request, preventing uncertainty arising from withdrawal or revocation, and ensuring the stability of the stock subscription process and share administration operations.
(c) After confirming the receipt of full payment of the Exercise Price, the stock affairs agent of the Company shall record the number of shares subscribed on the Company’s shareholders roster and deliver the common stocks of the Company to the Optionee after completion of the corporate registration for change of capital (if applicable), printing and attestation of the share certificates (if applicable) as agreed. (c) After confirming the receipt of full payment of the Exercise Price, the stock affairs agent of the 4. A supplemental provision has been added to address the subsequent handling of cases in which the Optionee fails to make payment, specifying that a new subscription request must be submitted to avoid disputes in the subscription process. In addition, for partial payments, the rule “the portion of the Options for which the exercise has been requested but the payment has not been made shall be deemed unsubscribed, and the Optionee shall reapply for exercising the Options” has been included to clarify that partial payments take effect only for the fully paid portion, while the unpaid portion must be re-applied

| corporate registration have been approved by the competent authority. | Company shall record the number of shares subscribed on the Company’s shareholders roster and deliver the newly issued common stocks of the Company to the Optionee after completion of the corporate registration for change of capital (if applicable), printing and attestation of the share certificates (if applicable) as agreed by book-entry transfer through the centralized depository account within five (5) business days.

(d) The Chairman shall be authorized to set the stock issuance date in accordance with the relevant laws and regulations after the amendments to the corporate registration have been approved by the competent authority. The newly issued common stocks of the Company shall be listed and traded on the stock exchange from the date they are delivered to the Optionees.

(e) The Stock Options delivered by the Company to its employees may not be exercised during the following periods each year: | for, thereby maintaining fairness and consistency in the exercise process.

  1. In accordance with Article 59 of the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers”, a new Paragraph (f) has been added to specify the timing for the Company to announce the number of shares delivered and to apply for the registration of capital change, in order to comply with regulatory requirements. |
    | --- | --- | --- |

42


43

| | 1) The statutory period of share transfer suspension prior to the annual shareholders’ meeting of the Company.
2) From fifteen (15) business days before the book closure date for allotment of shares without consideration, the book closure date for cash dividends, or the book closure date for rights issue of the Company, until the record date of such entitlement.
3) From the record date of capital reduction until the day before the commencement date of trading of the replacement shares after the capital reduction.
4) From the commencement date of suspension of share subscription due to change in the par value of shares until the day before the commencement date of trading of the new replacement shares.
5) Other statutory periods of share transfer | |
| --- | --- | --- |


| | suspension that occur
based on actual
circumstances.

(f) The Company shall, within
fifteen (15) days after the
end of each quarter, publicly
announce the number of
shares delivered upon the
exercise of employee stock
options during the preceding
quarter, and shall apply to
the competent authority in
charge of company
registration for the corporate
registration for change of
capital of the shares
subscribed through the
exercise of stock options at
least once every quarter. | |
| --- | --- | --- |
| XII- Miscellaneous

(a) (Omitted)

(b) (Omitted)

(c) (Omitted)

(d) This ESOP was approved
by the Board of Directors
on March 28, 2023. | XII- Miscellaneous

(a) (Omitted)

(b) (Omitted)

(c) (Omitted)

(d) This ESOP was approved by
the Board of Directors on
March 28, 2023. The first
amendment was made on
August 12, 2025. The
second amendment was
made on January 30, 2026. | To add the revised date of this
ESOP. |

44


[Attachment 7]

2025 Independent Auditors' Report and Consolidated Financial Statements

45


Deloitte.

勤業眾信

勤業眾信聯合會針師事務所

110421 台北市信義區松仁路100號20樓

Deloitte & Touche

20F, Taipei Nan Shan Plaza

No. 100, Songren Rd.,

Xinyi Dist., Taipei 110421, Taiwan

Tel: +886 (2) 2725-9988

Fax: +886 (2) 4051-6888

www.deloitte.com.tw

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders

LINE Pay Taiwan Limited

Opinion

We have audited the accompanying consolidated financial statements of LINE Pay Taiwan Limited (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the “consolidated financial statements”).

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

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

46


The key audit matter identified in the Group’s consolidated financial statements for the year ended December 31, 2025 is stated as follows:

Service Fee Revenue Recognition for the Payment Transaction

As the service fee revenue derived from the payment services rendered by the Group mainly consists of small and widespread customer service fees, the transaction cash flows involve a large volume of transaction data. Transaction processing relies on an automated information system with manual verification of internal and external transaction information before recognition of service fee revenue.

Due to the reliance on an automated information system for transaction processing, service fee revenue recognition requires system processing with manual verification of internal and external information and involves a large volume of transaction data and frequent processing of transaction reconciliation. Therefore, service fee revenue recognition for the payment transaction is identified as a key audit matter for the year ended December 31, 2025.

Our key audit procedures performed with respect to the above-mentioned service fee revenue included the following:

  1. We commissioned IT specialists to identify critical systems pertaining to processing payment transactions and service fee revenue recognition and to test the general information technology controls of those systems, including access controls and change controls.
  2. We obtained an understanding and assessed the design and implementation of internal controls over service fee revenue, including controls over verification, through interviews and examination of relevant documentation. We also tested the operating effectiveness of the relevant controls design.
  3. We performed tests of details by selecting samples from the service fee revenue ledger and vouching for and tracing payment records.

Other Matter

We have also audited the parent company only financial statements of LINE Pay Taiwan Limited as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

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

47


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

Those charged with governance, including the audit committee, are responsible for overseeing the Group's financial reporting process.

Auditors' 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 auditors' 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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' 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 auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  6. 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 group audit. We remain solely responsible for our audit opinion.

48


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 those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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, 2025, 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.

The engagement partners on the audits resulting in this independent auditors' report are Chiang Hsun Chen and Cheng Chuan Yu.

Deloitte & Touche
Taipei, Taiwan
Republic of China

March 13, 2026

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with 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 applied in the Republic of China.

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

49


LINE PAY TAIWAN LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

2025 2024
ASSETS Amount % Amount %
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6) $ 9,634,643 47 $ 9,887,873 59
Financial assets at amortized cost - current (Notes 4, 8 and 29) 457,407 2 470,848 3
Trade receivables, net (Notes 4, 9 and 20) 356,016 2 307,567 2
Trade receivables from related parties (Notes 4, 20 and 28) 19,105 - 22,826 -
Other receivables (Notes 4 and 9) 1,979,291 10 1,481,656 9
Other receivables from related parties (Notes 4 and 28) 249,334 1 399,109 2
Current tax assets (Notes 4 and 22) 212 - - -
Prepayments (Notes 15 and 28) 41,024 - 22,366 -
Other financial assets - current (Notes 4, 10, and 29) 6,235,867 31 3,454,021 21
Other current assets 12,797 - 12,170 -
Total current assets 18,985,696 93 16,058,436 96
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) 196 - 201 -
Financial assets at amortized cost - non-current (Notes 4, 8 and 29) 33,651 - 19,651 -
Property, plant and equipment (Notes 4, 12 and 28) 420,857 2 270,739 2
Right-of-use assets (Notes 4 and 13) 821,377 4 167,550 1
Intangible assets (Notes 4 and 14) 36,910 - 48,480 -
Deferred tax assets (Notes 4 and 22) 183,968 1 105,359 1
Net defined benefit assets - non-current (Notes 4 and 18) 1,039 - - -
Other non-current assets (Notes 15 and 28) 24,959 - 35,129 -
Total non-current assets 1,522,957 7 647,109 4
TOTAL $ 20,508,653 100 $ 16,705,545 100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Contract liabilities (Note 20) $ 293,728 1 $ 372,722 2
Trade payables 21,907 - 2,681 -
Trade payables to related parties (Note 28) 51,206 - 37,843 -
Other payables (Notes 16 and 24) 389,521 2 423,493 3
Other payables to related parties (Note 28) 19,010 - 10,775 -
Current tax liabilities (Notes 4 and 22) 164,969 1 168,016 1
Provisions - current (Notes 4 and 17) 10,742 - 17,920 -
Lease liabilities - current (Notes 4, 13 and 28) 112,485 1 65,355 -
Other current liabilities (Notes 16 and 28) 7,445,625 36 4,758,887 29
Total current liabilities 8,509,193 41 5,857,692 35
NON-CURRENT LIABILITIES
Provisions - non-current (Notes 4 and 17) 75,923 1 12,007 -
Deferred tax liabilities (Notes 4 and 22) 26,745 - 25,059 -
Lease liabilities - non-current (Notes 4, 13 and 28) 686,102 3 102,552 1
Net defined benefit liabilities - non-current (Notes 4 and 18) 409,771 2 395,313 2
Other non-current liabilities (Notes 16 and 24) 1,352 - 16,855 -
Total non-current liabilities 1,199,893 6 551,786 3
Total liabilities 9,709,086 47 6,409,478 38
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4 and 19)
Share capital
Ordinary shares 680,000 3 680,000 4
Capital surplus 8,524,707 42 8,475,661 51
Retained earnings
Legal reserve 114,460 1 48,161 -
Special reserve 4,193 - - -
Unappropriated earnings 1,482,613 7 1,096,438 7
Total retained earnings 1,601,266 8 1,144,599 7
Other equity (6,406) - (4,193) -
Total equity 10,799,567 53 10,296,067 62
TOTAL $ 20,508,653 100 $ 16,705,545 100

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


LINE PAY TAIWAN LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

2025 2024
Amount % Amount %
OPERATING REVENUE (Notes 4, 20 and 28) $ 7,872,004 100 $ 6,296,000 100
OPERATING COSTS (Notes 21 and 28) (5,298,610) (67) (4,310,102) (68)
GROSS PROFIT 2,573,394 33 1,985,898 32
OPERATING EXPENSES (Notes 21 and 28)
Selling and marketing expenses (738,943) (9) (406,881) (7)
General and administrative expenses (721,023) (9) (583,796) (9)
Research and development expenses (524,462) (7) (254,005) (4)
Expected credit loss (Note 9) (1,222) - (282) -
Total operating expenses (1,985,650) (25) (1,244,964) (20)
PROFIT FROM OPERATIONS 587,744 8 740,934 12
NON-OPERATING INCOME AND EXPENSES
(Notes 21 and 28)
Interest income 180,721 2 94,753 2
Other income 19,756 - 17,303 -
Other gains and losses (74,689) (1) 24,669 -
Finance costs (18,417) - (8,049) -
Total non-operating income and expenses 107,371 1 128,676 2
PROFIT BEFORE INCOME TAX 695,115 9 869,610 14
INCOME TAX EXPENSE (Notes 4 and 22) (187,729) (3) (222,491) (4)
NET PROFIT FOR THE YEAR 507,386 6 647,119 10
OTHER COMPREHENSIVE INCOME/(LOSS)
(Notes 4, 18, 19 and 22)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans 57,863 1 17,616 -
Income tax related to items that will not be reclassified subsequently to profit or loss (6,582) - (1,744) -
51,281 1 15,872 -
Items that may be reclassified subsequently to profit or loss:

(Continued)


LINE PAY TAIWAN LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

2025 2024
Amount % Amount %
Exchange differences on translation of the financial statements of foreign operations (2,766) - (5,507) -
Income tax related to items that may be reclassified subsequently to profit or loss 553 - 1,101 -
(2,213) - (4,406) -
Other comprehensive income for the year, net of income tax 49,068 1 11,466 -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR $ 556,454 7 $ 658,585 10
EARNINGS PER SHARE (Note 23)
Basic $ 7.46 $ 10.67
Diluted $ 7.20 $ 10.26

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

(Concluded)


LINE PAY TAIWAN LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

Equity Attributable to Owners of the Company
Ordinary Share Capital Capital Surplus Retained Earnings Other Equity
Legal Reserve Special Reserve Unappropriated Earnings Exchange Differences on Translation of the Financial Statements of Foreign Operations Total Equity
BALANCE AT JANUARY 1, 2024 $ 600,000 $ 4,305,972 $ - $ - $ 481,608 $ 213 $ 5,387,793
Appropriation of 2023 earnings (Note 19)
Legal reserve - - 48,161 - (48,161) - -
Net profit for the year ended December 31, 2024 - - - - 647,119 - 647,119
Other comprehensive income/(loss) for the year ended December 31, 2024 - - - - 15,872 (4,406) 11,466
Total comprehensive income/(loss) for the year ended December 31, 2024 - - - - 662,991 (4,406) 658,585
Issuance of ordinary shares for cash (Note 19) 80,000 4,101,799 - - - - 4,181,799
Issuance of employee share options (Notes 19 and 24) - 67,890 - - - - 67,890
BALANCE AT DECEMBER 31, 2024 680,000 8,475,661 48,161 - 1,096,438 (4,193) 10,296,067
Appropriation of 2024 earnings (Note 19)
Legal reserve - - 66,299 - (66,299) - -
Special reserve - - - 4,193 (4,193) - -
Cash dividends distributed by the Company - - - - (102,000) - (102,000)
Net profit for the year ended December 31, 2025 - - - - 507,386 - 507,386
Other comprehensive income/(loss) for the year ended December 31, 2025 - - - - 51,281 (2,213) 49,068
Total comprehensive income/(loss) for the year ended December 31, 2025 - - - - 558,667 (2,213) 556,454
Issuance of ordinary shares under employee share options (Notes 19 and 24) - 49,046 - - - - 49,046
BALANCE AT DECEMBER 31, 2025 $ 680,000 $ 8,524,707 $ 114,460 $ 4,193 $ 1,482,613 $ (6,406) $ 10,799,567

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


LINE PAY TAIWAN LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)

2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax $ 695,115 $ 869,610
Adjustments for:
Depreciation expenses 204,244 112,380
Amortization expenses 15,732 14,777
Expected credit loss recognized on receivables 1,222 282
Finance costs 18,417 8,049
Interest income (180,721) (94,753)
Compensation cost arising from employee share options 49,046 67,890
Loss/(Gain) on disposal of property, plant and equipment 1,213 (769)
Property, plant and equipment transferred to expenses 5,709 166
Gain on lease modification (8,765) -
Loss/(Gain) on foreign currency exchange 35,896 (8,934)
Changes in operating assets and liabilities
Trade receivables (48,556) (72,527)
Trade receivables from related parties 3,218 (3,334)
Other receivables (485,497) 1,035,959
Other receivables from related parties 149,838 246,873
Prepayments (19,140) (9,347)
Other current assets (627) (3,451)
Other financial assets (2,781,846) 1,587,738
Other non-current assets (1,662) 103
Contract liabilities (78,986) 161,925
Trade payables 19,226 (709)
Trade payables to related parties 14,043 (9,056)
Other payables 79,287 46,108
Other payables to related parties 8,497 (10,419)
Provisions 334 1,843
Other current liabilities 2,686,912 (1,339,300)
Net defined benefit liabilities 80,900 95,458
Other non-current liabilities (16,612) 3,747
Cash generated from operations 446,437 2,700,309
Interest received 166,979 88,072
Interest paid (17,977) (7,596)
Income tax paid (274,568) (145,877)
Net cash generated from operating activities 320,871 2,634,908
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at amortized cost (5,410) (224,661)
Payments for property, plant and equipment (348,946) (7,750)
Proceeds from disposal of property, plant and equipment 2,913 3,530
Increase in refundable deposits (5,609) (13,444)
Decrease in refundable deposits 17,019 8,490
Payments for intangible assets (1,048) (2,680)
(Continued)

LINE PAY TAIWAN LIMITED AND SUBSIDIARIES

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

2025 2024
Net cash used in investing activities (341,081) (236,515)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from guarantee deposits received 1,282 -
Repayment of the principal portion of lease liabilities (87,192) (68,874)
Dividends paid to owners of the Company (102,000) -
Proceeds issuance of ordinary shares - 4,181,799
Net cash (used in)/generated from financing activities (187,910) 4,112,925
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES (45,110) (13,985)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (253,230) 6,497,333
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 9,887,873 3,390,540
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 9,634,643 $ 9,887,873

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

55


[Attachment 8]

2025 Independent Auditors' Report and Parent Company Only Financial Statements

56


Deloitte.

勤業眾信

勤業眾信聯合會計師事務所

110421 台北市信義區松仁路100號20樓

Deloitte & Touche

20F, Taipei Nan Shan Plaza

No. 100, Songren Rd.,

Xinyi Dist., Taipei 110421, Taiwan

Tel: +886 (2) 2725-9988

Fax: +886 (2) 4051-6888

www.deloitte.com.tw

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
LINE Pay Taiwan Limited

Opinion

We have audited the accompanying parent company only financial statements of LINE Pay Taiwan Limited (the “Company”), which comprise the parent company only balance sheets as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the “parent company only financial statements”).

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2025 and 2024, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. 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 ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

57


The key audit matter identified in the parent company only financial statements for the year ended December 31, 2025 is stated as follows:

Service Fee Revenue Recognition of the Third-party Payment Transaction

As the service fee revenue derived from the third-party payment services rendered by the Company mainly consists of small and widespread customer service fees, the transaction cash flows involve a large volume of transaction data. Transaction processing relies on an automated information system with manual verification of internal and external transaction information before recognition of service fee revenue.

Due to the reliance on an automated information system for transaction processing, service fee revenue recognition requires system processing with manual verification of internal and external information and involves a large volume of transaction data and frequent processing of transaction reconciliation. Therefore, service fee revenue recognition for third-party payment transaction is identified as a key audit matter for the year ended December 31, 2025.

Our key audit procedures performed with respect to the above-mentioned service fee revenue included the following:

  1. We commissioned IT specialists to identify critical systems pertaining to processing third-party payment transactions and service fee revenue recognition, and to test the general information technology controls of those systems, including access controls and change controls.
  2. We obtained an understanding, and assessed, the design and implementation of internal controls over service fee revenue, including controls over verification, through interviews and examination of relevant documentation. We also tested the operating effectiveness of the relevant controls.
  3. We performed test of details by selecting samples from the service fee revenue ledger and vouching for and tracing third-party payment records.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.

58


Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' 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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt 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 auditors' report to the related disclosures in the parent company only 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 auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the parent company only 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.

59


We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2025, 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.

The engagement partners on the audits resulting in this independent auditors' report are Chiang Hsun Chen and Cheng Chuan Yu.

Deloitte & Touche
Taipei, Taiwan
Republic of China

March 13, 2026

Notice to Readers

The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with 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 parent company only financial statements are those generally applied in the Republic of China.

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

60


LINE PAY TAIWAN LIMITED

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

2025 2024
ASSETS Amount % Amount %
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6) $ 9,136,013 52 $ 9,552,471 59
Financial assets at amortized cost - current (Notes 4, 7 and 28) 256,000 1 270,000 2
Trade receivables, net (Notes 4, 8 and 19) 355,909 2 307,567 2
Trade receivables from related parties (Notes 4, 19 and 27) 6,882 - 9,018 -
Other receivables (Notes 4 and 8) 1,749,496 10 1,463,552 9
Other receivables from related parties (Notes 4 and 27) 432,389 2 399,109 2
Prepayments (Notes 14 and 27) 5,715 - 3,585 -
Other financial assets - current (Notes 4, 9 and 28) 3,998,198 23 3,454,021 22
Other current assets 12,076 - 12,170 -
Total current assets 15,952,678 90 15,471,493 96
NON-CURRENT ASSETS
Financial assets at amortized cost - non-current (Notes 4, 7 and 28) 33,651 - 19,651 -
Investments accounted for using the equity method (Notes 4 and 10) 651,070 4 163,678 1
Property, plant and equipment (Notes 4, 11 and 27) 264,240 2 259,089 2
Right-of-use assets (Notes 4 and 12) 649,271 4 30,685 -
Intangible assets (Notes 4, 13 and 27) 31,561 - 45,880 1
Deferred tax assets (Notes 4 and 21) 87,455 - 43,952 -
Net defined benefit assets - non-current (Notes 4 and 17) 1,039 - - -
Other non-current assets (Note 14 and 27) 5,752 - 16,621 -
Total non-current assets 1,724,039 10 579,556 4
TOTAL $ 17,676,717 100 $ 16,051,049 100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Contract liabilities (Note 19) $ 293,728 2 $ 372,159 2
Trade payables 2,916 - 2,681 -
Trade payables to related parties (Note 27) 88,049 1 62,958 1
Other payables (Notes 15 and 23) 239,638 1 318,210 2
Other payables to related parties (Note 27) 32,990 - 42,750 -
Current tax liabilities (Notes 4 and 21) 133,857 1 146,724 1
Provisions - current (Notes 4 and 16) - - 8,399 -
Lease liabilities - current (Notes 4 and 12) 59,041 - 30,770 -
Other current liabilities (Notes 15 and 27) 5,381,675 30 4,752,343 30
Total current liabilities 6,231,894 35 5,736,994 36
NON-CURRENT LIABILITIES
Provisions - non-current (Notes 4 and 16) 65,284 1 - -
Deferred tax liabilities (Notes 4 and 21) 16,522 - 11,319 -
Lease liabilities - non-current (Notes 4 and 12) 563,450 3 - -
Other non-current liabilities (Notes 15 and 23) - - 6,669 -
Total non-current liabilities 645,256 4 17,988 -
Total liabilities 6,877,150 39 5,754,982 36
EQUITY (Notes 4 and 18)
Share capital
Ordinary shares 680,000 4 680,000 4
Capital surplus 8,524,707 48 8,475,661 53
Retained earnings
Legal reserve 114,460 1 48,161 -
Special reserve 4,193 - - -
Unappropriated earnings 1,482,613 8 1,096,438 7
Total retained earnings 1,601,266 9 1,144,599 7
Other equity (6,406) - (4,193) -
Total equity 10,799,567 61 10,296,067 64
TOTAL $ 17,676,717 100 $ 16,051,049 100

The accompanying notes are an integral part of the parent company only financial statements.


LINE PAY TAIWAN LIMITED

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

2025 2024
Amount % Amount %
OPERATING REVENUE (Notes 4, 19 and 27) $ 7,704,532 100 $ 6,152,509 100
OPERATING COSTS (Notes 20 and 27) (5,234,183) (68) (4,320,657) (70)
GROSS PROFIT 2,470,349 32 1,831,852 30
OPERATING EXPENSES (Notes 20 and 27)
Selling and marketing expenses (728,994) (9) (406,881) (7)
General and administrative expenses (505,888) (7) (458,525) (7)
Research and development expenses (537,802) (7) (285,232) (5)
Expected credit loss (Note 8) (1,221) - (282) -
Total operating expenses (1,773,905) (23) (1,150,920) (19)
PROFIT FROM OPERATIONS 696,444 9 680,932 11
NON-OPERATING INCOME AND EXPENSES
(Notes 4 and 20)
Interest income 166,226 2 82,433 2
Other income 19,442 - 17,280 -
Other gains and losses (75,550) (1) 3,862 -
Finance costs (13,653) - (387) -
Share of profit or loss of subsidiaries (94,044) (1) 50,889 1
Total non-operating income and expenses 2,421 - 154,077 3
PROFIT BEFORE INCOME TAX 698,865 9 835,009 14
INCOME TAX EXPENSE (Notes 4 and 21) (191,479) (3) (187,890) (3)
NET PROFIT FOR THE YEAR 507,386 6 647,119 11
OTHER COMPREHENSIVE INCOME/(LOSS)
(Notes 4, 17, 18 and 21)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans 2,451 - - -
Share of the other comprehensive income of subsidiaries accounted for using the equity method 49,320 1 15,872 -
Income tax related to items that will not be reclassified subsequently to profit or loss (490) - - -
(Continued)

LINE PAY TAIWAN LIMITED

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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

2025 2024
Amount % Amount %
51,281 1 15,872 -
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of the financial statements of foreign operations (2,766) - (5,507) -
Income tax related to items that may be reclassified subsequently to profit or loss 553 - 1,101 -
(2,213) - (4,406) -
Other comprehensive income for the year, net of income tax 49,068 1 11,466 -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR $ 556,454 7 $ 658,585 11
EARNINGS PER SHARE (Note 22)
Basic $ 7.46 $ 10.67
Diluted $ 7.20 $ 10.26

The accompanying notes are an integral part of the parent company only financial statements. (Concluded)


LINE PAY TAIWAN LIMITED

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

Equity Attributable to Owners of the Company
Ordinary Share Capital Capital Surplus Retained Earnings Other Equity Exchange Differences on Translation of the Financial Statements of Foreign Operations Total Equity
Legal Reserve Special Reserve Unappropriated Earnings
BALANCE AT JANUARY 1, 2024 $ 600,000 $ 4,305,972 $ - $ - $ 481,608 $ 213 $ 5,387,793
Appropriation of 2023 earnings (Note 18)
Legal reserve - - 48,161 - (48,161) - -
Other changes in capital surplus (Note 18)
Changes from investments in subsidiaries accounted for using the equity method - 11,304 - - - - 11,304
Issuance of employee share options by the Company (Note 23) - 56,586 - - - - 56,586
Net profit for the year ended December 31, 2024 - - - - 647,119 - 647,119
Other comprehensive income/(loss) for the year ended December 31, 2024 - - - - 15,872 (4,406) 11,466
Total comprehensive income/(loss) for the year ended December 31, 2024 - - - - 662,991 (4,406) 658,585
Issuance of ordinary shares for cash (Note 18) 80,000 4,101,799 - - - - 4,181,799
BALANCE AT DECEMBER 31, 2024 680,000 8,475,661 48,161 - 1,096,438 (4,193) 10,296,067
Appropriation of 2024 earnings (Note 18)
Legal reserve - - 66,299 - (66,299) - -
Special reserve - - - 4,193 (4,193) - -
Cash dividends distributed by the Company - - - - (102,000) - (102,000)
Other changes in capital surplus (Note 18)
Changes from investments in subsidiaries accounted for using the equity method - 3,316 - - - - 3,316
Issuance of employee share options by the Company (Note 23) - 45,730 - - - - 45,730
Net profit for the year ended December 31, 2025 - - - - 507,386 - 507,386
Other comprehensive income/(loss) for the year ended December 31, 2025 - - - - 51,281 (2,213) 49,068
Total comprehensive income/(loss) for the year ended December 31, 2025 - - - - 558,667 (2,213) 556,454
BALANCE AT DECEMBER 31, 2025 $ 680,000 $ 8,524,707 $ 114,460 $ 4,193 $ 1,482,613 $ (6,406) $ 10,799,567

The accompanying notes are an integral part of the parent company only financial statements.


LINE PAY TAIWAN LIMITED

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax $ 698,865 $ 835,009
Adjustments for:
Depreciation expenses 148,145 64,674
Amortization expenses 14,859 14,399
Expected credit loss recognized on receivables 1,221 282
Finance costs 13,653 387
Interest income (166,226) (82,433)
Compensation cost arising from employee share options 13,307 23,336
Share of profit or loss of subsidiaries 94,044 (50,889)
Loss/(gain) on disposal of property, plant and equipment 1,969 (499)
Property, plant and equipment transferred to expenses 5,709 166
Gain on lease modification (7,772) -
Loss/(gain) on foreign currency exchange 31,543 (8,934)
Changes in operating assets and liabilities
Trade receivables (48,449) (72,527)
Trade receivables from related parties 2,136 11,241
Other receivables (273,111) 1,036,629
Other receivables from related parties 125,237 151,868
Prepayments (2,130) 130
Other current assets 94 (3,451)
Other financial assets (544,177) 1,587,738
Other non-current assets 505 333
Contract liabilities (78,431) 161,330
Trade payables 235 (709)
Trade payables to related parties 25,091 (88,130)
Other payables 32,016 42,228
Other payables to related parties (9,756) (1,386)
Provisions (627) -
Other current liabilities 629,332 (1,339,122)
Net defined benefit liabilities 1,412 -
Other non-current liabilities (6,669) (1,151)
Cash generated from operations 702,025 2,280,519
Interest received 152,279 77,331
Interest paid (13,509) (310)
Income tax paid (242,583) (90,934)
Net cash generated from operating activities 598,212 2,266,606
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at amortized cost - (12,651)
Acquisition of subsidiaries (500,000) -
Payments for property, plant and equipment (340,315) (2,355)
Proceeds from disposal of property, plant and equipment 2,601 3,257
Increase in refundable deposits (4,058) (13,444)
(Continued)

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LINE PAY TAIWAN LIMITED

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

2025 2024
Decrease in refundable deposits 14,422 8,490
Payments for intangible assets (1,000) -
Net cash used in investing activities (828,350) (16,703)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of the principal portion of lease liabilities (52,704) (35,158)
Dividends paid to owners of the Company (102,000) -
Proceeds issuance of ordinary shares - 4,181,799
Net cash (used in)/generated from financing activities (154,704) 4,146,641
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES (31,616) 8,419
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (416,458) 6,404,963
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 9,552,471 3,147,508
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 9,136,013 $ 9,552,471

The accompanying notes are an integral part of the parent company only financial statements. (Concluded)


【Attachment 9】

連加網路商業股份有限公司

民國114年度盈餘分配表

LINE Pay Taiwan Limited FY2025 Earnings Distribution Table

單位:新台幣 元 (Unit: NTD)

期初未分配盈餘 923,946,174
Beginning retained earnings
加:本年度稅後純益 507,386,220
Add: Net income after tax
加:確定福利計畫之再衡量數 1,961,292
Add: Remeasurements of defined benefit plans
加:採用權益法投資調整保留盈餘 49,320,068
Add: Equity method investment adjust in R/E
小計 558,667,580
Sub-total
減:法定盈餘公積(10%)(註一) (55,866,758)
Less: 10% legal reserve (Note 1)
減:提列特別盈餘公積(註一) (2,212,916)
Less: Special reserve (Note 1)
小計 (58,079,674)
Sub-total
114年度可分配盈餘 500,587,906
Current year distributable earnings 1,424,534,080
分派項目
Distributable items
減:股東現金股利(每股配發1.5元)(註二、註三) (102,000,000)
Less: Cash dividend (NTD 1.5 per share) (Note 2, Note 3)
減:股東股票股利(每股配發0.5元)(註二、註三) (34,000,000)
Less: Stock dividend (NTD 0.5 per share) (Note 2, Note 3)
小計 (136,000,000)
Sub-total
期末未分配盈餘
Unappropriated retained earnings 1,288,534,080

董事長:丁雄注

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總經理:丁雄注

img-1.jpeg

會計主管:洪宇燮

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註一:法定盈餘公積及特別盈餘公積提列方式及比例,係依公司法相關法令規定辦理。

註二:經董事會授權,依普通股配息基準日本公司實際流通在外股份總數調整每股配發率。

註三:本次盈餘分派,係優先分派114年度可分配盈餘。

Note 1: The allocation method and ratio of the legal reserve and special reserve are handled in accordance with relevant provisions of the Company Act.

Note 2: As authorized by the Board of Directors, the cash dividend and stock dividend payout rate per share shall be adjusted based on the actual total number of common shares outstanding on the record date.

Note 3: This earnings distribution prioritizes the distributable earnings for the year 2025.


【Attachment 10】

LINE Pay Taiwan Limited

Comparison Table of the Amendments to Articles of Incorporation

Current Article Amended Article Explanation
Article 16
The Company shall have 5 to 10 Directors to be elected by the meeting of shareholders among the persons with legal capacity. The term of office for Directors(s) shall be three (3) years and they may be eligible for re-election. The corporate shareholder may re-designate its representative who acts as a Director from time to time, but the term of the new representative shall be limited to the remaining term of the predecessors. Among the number of directors mentioned above, the number of independent directors shall not be less than three, and shall not be less than one-fifth of the number of directors.
(hereinafter omitted) Article 16
The Company shall have 5 to 10 Directors to be elected by the meeting of shareholders among the persons with legal capacity. The term of office for Directors(s) shall be three (3) years and they may be eligible for re-election. The corporate shareholder may re-designate its representative who acts as a Director from time to time, but the term of the new representative shall be limited to the remaining term of the predecessors. Among the number of directors mentioned above, the number of independent directors shall not be less than three, and shall not be less than one-fifth third of the number of directors.
(hereinafter omitted) In accordance with Article 4, Paragraph 3 of the Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers, effective from 2027, the number of independent directors of a TWSE-listed company shall not be less than one-third of the total number of directors; accordingly, the relevant provision of the Company’s Articles of Incorporation is amended.
Article 31
(omitted)
A Company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of Directors, have the profit distributable as employees' (including rank-and-file employees') compensation in the form of shares or in cash, and a report of such Article 31
(omitted)
A Company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of Directors, have the profit distributable as employees' (including rank-and-file employees') compensation in the form of shares or in cash, and a report of such To delete the mistakenly inserted Chinese character.

distribution shall be submitted to the shareholders' meeting. distribution shall be submitted to the shareholders' meeting.
Article 31-1
Upon the final settlement of accounts, if there is surplus profit, it will be allocated in the following order:
1. Taxes;
2. Making up accumulated losses;
3. Setting aside ten (10) percent of net profit as legal reserve unless the accumulated legal reserve equals to the total paid-in capital of the Company;
4. Contribution or reversal of special reserve in accordance with relevant laws or regulations or as requested by the competent authority.
5. The balance plus the accumulated undistributed surplus may be available for distribution as the shareholders’ dividends, and the Board of Directors shall formulate a surplus distribution proposal, which shall be submitted to the shareholders' meeting for approval.
The Company's dividend policy is in line with the current and future development plans. Taking into account the investment environment, capital needs, domestic and foreign competition, and the interests of shareholders, no less than 10% of the distributable surplus for the current Article 31-1
Upon the final settlement of accounts, if there is surplus profit, it will be allocated in the following order:
1. Taxes;
2. Making up accumulated losses;
3. Setting aside ten (10) percent of net profit as legal reserve unless the accumulated legal reserve equals to the total paid-in capital of the Company;
4. Contribution or reversal of special reserve in accordance with relevant laws or regulations or as requested by the competent authority.
5. The balance plus the accumulated undistributed surplus may be available for distribution as the shareholders’ dividends, and the Board of Directors shall formulate a surplus distribution proposal, which shall be submitted to the shareholders' meeting for approval.
The Company's dividend policy is in line with the current and future development plans. Taking into account the investment environment, capital needs, domestic and foreign competition, and the interests of shareholders, no less than 10% of the distributable surplus for the current- In consideration of the Company’s financial structure and operational development needs, the relevant provisions on dividend distribution are amended to allow profit distribution to be conducted in accordance with actual operating conditions.

69


| year will be allocated as shareholders’ dividends each year; provided that the Company may decide not to distribute any dividends in special circumstances or where the accumulated distributable surplus is lower than 10% of the paid-in capital. Shareholders' dividends may be distributed in the form of shares or in cash, of which cash dividends shall not be less than 5% of the total dividends.

The Company may, by a resolution adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of Directors, have the profit distributable as cash dividends, and a report of such distribution shall be submitted to the shareholders’ meeting. | year will be allocated as shareholders’ dividends each year the Company may distribute the whole of distributable surplus for the year after considering financial, business and operational factors; provided that the Company may decide not to distribute any dividends in special circumstances or where the accumulated distributable surplus is lower than 10% of the paid-in capital. Shareholders' dividends may be distributed in the form of shares or in cash, of which cash dividends shall not be less than 5% of the total dividends.

The Company may, by a resolution adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of Directors, have the profit distributable as cash dividends, and a report of such distribution shall be submitted to the shareholders’ meeting. | |
| --- | --- | --- |
| Article 34
These Articles of Incorporation are signed on February 9, 2015. The first amendment was made on April 28, 2015. The second amendment was made on February 3, 2016. The third amendment was made on November 28, 2017. The fourth amendment was made on August 9, 2018. The fifth amendment was made on September19, 2018. The sixth amendment was made on May 14, 2019. The seventh amendment was | Article 34
These Articles of Incorporation are signed on February 9, 2015. The first amendment was made on April 28, 2015. The second amendment was made on February 3, 2016. The third amendment was made on November 28, 2017. The fourth amendment was made on August 9, 2018. The fifth amendment was made on September19, 2018. The sixth amendment was made on May 14, 2019. The seventh amendment was | To add the revision date. |

70


made on June 19, 2020. The eighth amendment was made on February 5, 2021. The ninth amendment was made on November 21, 2022. The tenth amendment was made on August 1, 2023. The eleventh amendment was made on January 2, 2024. The twelfth amendment was made on May 29, 2025. made on June 19, 2020. The eighth amendment was made on February 5, 2021. The ninth amendment was made on November 21, 2022. The tenth amendment was made on August 1, 2023. The eleventh amendment was made on January 2, 2024. The twelfth amendment was made on May 29, 2025. The thirteenth amendment was made on May 26, 2026.

71


【Attachment 11】

LINE Pay Taiwan Limited

Comparison Table of the Amendments to Rules of Procedures for Shareholders' Meetings

Current Article Amended Article Explanation
Article 2
(Earlier text omitted)
To convene a shareholders’ meeting, the Company shall prepare electronic files of the shareholders’ meeting notice and proxy forms, and the purpose and explanatory materials relating to all proposals, including proposals for ratification, proposals for discussion, or the election or dismissal of directors, and submit them to the Market Observation Post System (the “MOPS”) thirty (30) days before the date of a regular shareholders’ meeting or and fifteen (15) days before the date of a special shareholders’ meeting. The Company shall prepare electronic files of the shareholders’ meeting agenda and supplemental meeting materials and submit them to the MOPS twenty-one (21) days before the date of a regular shareholders’ meeting or before fifteen (15) days before the date of a special shareholders’ meeting, if, however, the Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or, the total share held by foreign shareholders and P.R.C Article 2
(Earlier text omitted)
To convene a shareholders’ meeting, the Company shall prepare electronic files of the shareholders’ meeting notice and proxy forms, and the purpose and explanatory materials relating to all proposals, including proposals for ratification, proposals for discussion, or the election or dismissal of directors, and submit them to the Market Observation Post System (the “MOPS”) thirty (30) days before the date of a regular shareholders’ meeting or and fifteen (15) days before the date of a special shareholders’ meeting. The Company shall prepare electronic files of the shareholders’ meeting agenda and supplemental meeting materials and submit them to the MOPS twenty-one (21) thirty (30) days before the date of a regular shareholders’ meeting or before fifteen (15) days before the date of a special shareholders’ meeting, if, however, the Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or, the total share held by foreign shareholders 1. (This amendment applies only to the Chinese version, as the English version remains unaffected) By reference to Article 5 of the Financial Supervisory Commission (FSC)’s “Regulations Governing Content and Compliance Requirements for Shareholders’ Meeting Agenda Handbooks of Public Companies,” the redundant wording is deleted.
2. In response to the amendments made by the FSC to the “Regulations Governing Content and Compliance Requirements for Shareholders’ Meeting Agenda Handbooks of Public Companies,” the timing for submitting the electronic files of the shareholders’ meeting agenda handbook and supplementary meeting materials to the information reporting website designated by the competent authority for annual shareholders’ meetings is adjusted accordingly.

shareholders reaches 30% or more as recorded in the register of shareholders of the regular shareholders’ meeting held in the most current fiscal year, the transmission of the aforesaid electronic files shall be made thirty (30) days before the regular shareholders’ meeting. (Remaining text omitted) and P.R.C shareholders reaches 30% or more as recorded in the register of shareholders of the regular shareholders’ meeting held in the most current fiscal year, the transmission of the aforesaid electronic files shall be made thirty (30) days before the regular shareholders’ meeting. (Remaining text omitted)
Article 22
The Rules, and any amendments made hereto, shall be implemented after being approved by the board of directors and shareholders’ meeting. The Rules are enacted on September 28, 2018. The first amendment is made on June 28, 2023. The second amendment is made on January 2, 2024. Article 22
The Rules, and any amendments made hereto, shall be implemented after being approved by the board of directors and shareholders’ meeting. The Rules are enacted on September 28, 2018. The first amendment is made on June 28, 2023. The second amendment is made on January 2, 2024. The third amendment is made on May 26, 2026. To add the revised date of the Rules.

73


【Attachment 12】

LINE Pay Taiwan Limited

Comparison Table of the Amendments to Procedures for Acquiring or Disposing of Assets

Current Article Amended Article Explanation
Article 9: Procedures for Handling Related Party Transactions
1. (Omitted)
2. (Omitted)
For the following transactions by the Company with its parent company or subsidiaries, or between subsidiaries in which the Company directly or indirectly holds 100% of the issued shares or total capital, the Board of Directors may authorize the chairman to approve and proceed within a specified limit in advance, with the proposals submitted to the next Board of Directors meeting for ratification afterwards:
(1). Acquisition or disposal of equipment or right-of-use assets thereof held for business use.
(2). Acquisition or disposal of real property right-of-use assets held for business use.
(Omitted hereafter) Article 9: Procedures for Handling Related Party Transactions
1. (Omitted)
2. (Omitted)
For the following transactions by the Company with its parent company or subsidiaries, or between subsidiaries in which the Company directly or indirectly holds 100% of the issued shares or total capital, the Board of Directors may authorize the chairman to approve and proceed within a-specified limit NT$300 million in advance, with the proposals submitted to the next Board of Directors meeting for ratification afterwards:
(1). Acquisition or disposal of equipment or right-of-use assets thereof held for business use.
(2). Acquisition or disposal of real property right-of-use assets held for business use.
(Omitted hereafter) To align with the amendments to the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” made by the Taiwan Stock Exchange (TWSE) and to fulfill corporate social responsibility, relevant revisions have been made.
Article 18: Implementation and Amendments
The Procedures, and any amendments hereto, shall be implemented after approval by the Audit Committee, resolution by the Board of Directors, and report at a Article 18: Implementation and Amendments
The Procedures, and any amendments hereto, shall be implemented after approval by the Audit Committee, resolution by the Board of Directors, and report at a To add the revised date of the Procedures.

shareholders’ meeting. If the approval of one-half or more of all Audit Committee members is not obtained, the Procedures may be implemented if approved by two-thirds or more of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting. Where any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the dissenting opinion to the Audit Committee and for discussion by the shareholders’ meeting. The Procedures are enacted on January 16, 2023. The first amendments are made on October 17, 2023. The second amendments are made on January 2, 2024. shareholders’ meeting. If the approval of one-half or more of all Audit Committee members is not obtained, the Procedures may be implemented if approved by two-thirds or more of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting. Where any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the dissenting opinion to the Audit Committee and for discussion by the shareholders’ meeting. The Procedures are enacted on January 16, 2023. The first amendments are made on October 17, 2023. The second amendments are made on January 2, 2024. The third amendments are made on May 26, 2026.

75


[Attachment 13]

List of Candidates for Election as Directors

Category of Candidate Name of Candidate Education Experience Current Position Number of shares held (unit: shares)* Name of Government Agency or Juristic Person Represented
Director WoongJu Jeong (Male) Master’s degree, Graduate School of Computer Engineering, Yonsei University Head of Naver payment, Naver Corporation
Director, RABBIT-LINE PAY COMPANY LIMITED Chairman & CEO, LINE Pay Taiwan Limited
Chairman, LINE Pay EPI Taiwan Limited
CPO & Director, LINE Financial Corporation
Director & CSO, LINE Pay Plus Corporation
Director, LINE Bank Taiwan Limited 39,506,726 LINE Financial Corporation
Director Ohyun Kwon (Female) Bachelor of department of Economics, Seoul National University Finance Manager, LINE Plus Corporation
Finance Manager, NAVER Group Internal Auditor, NAVER Group KICPA, Arthur Andersen Accounting Firm Director, LINE Pay Taiwan Limited
Head of F Corp. Planning, LINE Financial Corporation
Director, LINE Financial Corporation
Director, LINE Pay Plus Corporation 39,506,726 LINE Financial Corporation
Director Harris Chang (Male) Bachelor’s degree, Department of Civil Engineering, National Taiwan University
Master’s degree, Department of Civil Engineering, National Taiwan University President, China Steel Corporation
Chairman, United Steel Engineering & Construction Corp.
President, Kaohsiung Rapid Transit Corporation
Chairman, iPASS Corporation
Executive Vice President, Service Director, LINE Pay Taiwan Limited
General Manager, LINE Pay EPI Taiwan Limited 39,506,726 LINE Financial Corporation

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Management, LINE Pay Taiwan Limited
Director Celeste Chang (Female) Bachelor’s degree, Department of Business Administration, National Chin-Yi University of Technology Vice President, CTBC Bank Co., Ltd. Section Chief, EASYCARD Corporation Director, LINE Pay Taiwan Limited Senior Vice President, Business Development, LINE Pay Taiwan Limited 39,506,726 LINE Financial Corporation
Director Andy Chen (Male) MBA, Bernard M. Baruch College of the City University of New York, USA Head of Consumer Finance and Credit Card Division, Taipei Fubon Commercial Bank Co., Ltd. Head of Digital Banking Division, Taipei Fubon Commercial Bank Co., Ltd. Chief Digital Banking Officer, Taipei Fubon Commercial Bank Co., Ltd. Chief Risk Officer, Taipei Fubon Commercial Bank Co., Ltd. Executive Vice President, Taipei Fubon Commercial Bank Co., Ltd. Director, LINE Pay Taiwan Limited Supervisor, Fubon Asset Management Co., Ltd. Director, Taiwan Mobile Payment Co., Ltd. Director, Fubon Insurance Co., Ltd. 11,708,963 Taipei Fubon Commercial Bank Co., Ltd
Independent Director Josephine Peng (Female) Master’s degree in Business Administration, Central State University, Oklahoma, USA Bachelor’s degree, Department of Business Administration, National Chung Hsing University Special Consultant, Lee and Li Senior Consultant, Lee and Li Managing Partner, L&L, Leaven & Co., CPAs (LLL) Managing Partner, Yunzhi United CPA Firm Supervisor, Taiwan Cooperative Bank Independent Director, LINE Pay Taiwan Limited Independent Director, Formosa I Wind Power Co., Ltd. 0 N/A
Independent Director Ben Liu (Male) Ph.D. in Law, National Chengchi University Attorney-at-law, Perkins Coie LLP Attorney-at-law, Yongyun International Law Firm Attorney-at-law, Lee and Li Senior Partner, InfoShare Tech Law Office Independent Director, LINE Pay Taiwan Limited Director, Living Grace Charity Foundation Independent Director, Foresee Pharmaceuticals Co., Ltd. 0 N/A

Independent Director Kay Lin (Female) Master's degree in Computer Science and Information Engineering, National Taiwan University Bachelor's degree in Computer Science and Information Engineering, National Taiwan University Vice President of Products, Ubitus Inc. Technology Management Manager, HTC Corporation Senior Engineer, China Software Development Lab, IBM Managing Partner, Darwin Venture Management Chairman, Darwin Intelligence Independent Director, LINE Pay Taiwan Limited Independent Director, GTM Holdings Independent Director, Mikobeaute International Director, Darwin Angel Investment Corporation Director, Bi-ying Investment Corporate Director, inline Group Ltd. Corporate Director, Eastern Union Interactive Corporate Director, FunNow Ltd. Corporate Director, Traveler Co., Ltd. Supervisor, Xiangwan Ltd. 0 N/A
Independent Director Andrew Lu (Male) Master's degree, Department of Entomology, National Taiwan University Bachelor's degree, Department of Life Science, Tunghai University Editor-in-Chief, PanSci Deputy Director of Content, PanMedia Researcher, Media Innovation and Development Center, UDN Group Deputy Executive Director, Management Department, Zephyr Foundation Adjunct Lecturer, English Taught Program in Smart Service Management, Shih Chien University Chief Content Officer, Scientific Taiwan Co., Ltd. Co-founder and CEO, OMNInsight, Inc. Independent Director, LINE Pay Taiwan Limited Independent Director, CARRY International Co., Ltd. Director, Gu-si Co., Ltd. 0 N/A

*Note: The collective shareholdings were shown as of March 28, 2026, the first date of local book-close period for the 2026 Annual General Shareholder's meeting.


【Attachment 14】

LINE Pay Taiwan Limited

List of Release the Non-competition Restrictions of New Directors

Name Current Positions in Other Companies
Representative of LINE Financial Corporation Woongju Jeong LINE Financial Corporation
LINE Bank Taiwan Limited CPO & Director
Director
Representative of LINE Financial Corporation Ohyun Kwon LINE Financial Corporation
LINE Financial Corporation Head of F Corp. Planning
Director
Representative of Taipei Fubon Commercial Bank Co., Ltd. Andy Chen Taipei Fubon Commercial Bank Co., Ltd.
Fubon Asset Management Co., Ltd.
Taiwan Mobile Payment Co., Ltd.
Fubon Insurance Co., Ltd. Executive Vice President
Supervisor
Director
Director
Josephine Peng Formosa I Wind Power Co., Ltd. Independent Director
Ben Liu InfoShare Tech Law Office
Living Grace Charity Foundation
Foresee Pharmaceuticals Co., Ltd. Senior Partner
Director
Independent Director
Kay Lin Darwin Venture Management
Darwin Intelligence
GTM Holdings
Mikobeaute International
Darwin Angel Investment Corporation
Bi-ying Investment
inline Group Ltd.
Eastern Union Interactive
FunNow Ltd.
Traveler Co., Ltd.
Xiangwan Ltd. Managing Partner
Chairman
Independent Director
Independent Director
Director
Director
Corporate Director
Corporate Director
Corporate Director
Corporate Director
Supervisor
Andrew Lu OMNInsight, Inc.
CARRY International Co., Ltd.
Gu-si Co., Ltd. Co-founder and CEO
Independent Director
Director

【Appendix 1】

LINE Pay Taiwan Limited

Rules of Procedure for Board of Directors (Before Amendment)

Article 1 (Scope of these Rules)

Unless otherwise provided in applicable laws and regulations or the Articles of Incorporation of the Company, the board of directors meeting of the Company (the “board meeting” individually and collectively) shall be conducted in accordance with the provisions of these Rules.

Article 2 (Convening and notice of board meetings)

A board meeting shall be called at least once quarterly.

A notice of the reasons for convening a board meeting shall be given to each director 7 days before the meeting is convened. Under emergency circumstances, however, a board meeting may be called at any time.

The notice to be given under the preceding Paragraph may be affected by means of electronic transmission.

All matters set out in Paragraph 1, Article 11 shall be specified in the notice of the reasons for calling a board meeting; none of them may be raised by an extraordinary motion.

Article 3 (Meeting notification and meeting materials)

The board of directors appoints the Business Management Team of the Company as the agenda working group. The agenda working group shall draft agenda items and prepare sufficient meeting materials of the board meeting and deliver them together with the notice of the meeting.

A director who is of the opinion that the meeting materials provided are insufficient may request the agenda working group for supplementary materials. If a director is of the opinion that materials concerning any proposal are insufficient, the deliberation of such proposal may be postponed by a resolution of the board of directors.

Article 4 (Preparation of attendance book and other documents; attendance by proxy)

When a board meeting is held, an attendance book shall be provided for signing-in by attending directors for future reference.

Directors shall attend board meetings in person. A director unable to attend in person may appoint another director to attend the meeting in his or her place in accordance with the Company's Articles of Incorporation. Attendance by videoconference will be deemed attendance in person.

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A director who appoints another director to attend a board meeting shall in each instance issue a proxy form stating the scope of authorization with respect to the reasons for convening the meeting.

The proxy referred to in Paragraph 2 of this Article may only accept a proxy from one person.

Article 5 (Principles for determining the place and time of a board meeting)

A board meeting shall be held at the premises and during the business hours of the Company, or at a place and time convenient for all directors to attend and suitable for holding board meetings.

Article 6 (Chair and acting chair of a board meeting)

Board meetings shall be convened and chaired by the Chairman of the board of directors. However, with respect to the first meeting of each newly elected board of directors, it shall be called and chaired by the director that received votes representing the largest portion of voting rights at the shareholders meeting in which the directors were elected; if two or more directors are so entitled to convene the meeting, they shall select from among themselves one director to serve as chair.

Where a board meeting is called by a majority of directors on their own initiative in accordance with Paragraph 4, Article 203 or Paragraph 3, Article 203-1 of the Company Act, the directors shall select from among themselves one director to serve as chair.

When the Chairman of the board is on leave or for any reason unable to exercise the powers of the Chairman, the designation/election of the person to preside the meeting shall be handled in accordance with Paragraph 3 of Article 208 of the Company Act.

Article 7 (Non-voting participants and holding board meetings)

Depending on the content of a proposal to be put forward at a board meeting, personnel from a relevant department or a subsidiary may be notified to attend the meeting as non-voting participants. When necessary, certified public accountants, attorneys, or other professionals retained by the Company may also be invited to attend the meeting as non-voting participants and to make explanatory statements, provided that they shall leave the meeting when deliberation or voting takes place.

The chair shall call the board meeting to order at the appointed meeting time and when more than one-half of all the directors are in attendance.

If one-half of all the directors are not in attendance at the appointed meeting time, the chair may announce postponement of the meeting time, limited to the same day, provided that no more than two such postponements may be made. If the quorum is still not met after two postponements, the chair shall reconvene the meeting in accordance with the procedures in Paragraph 2 of Article 2 of these Rules.

The number of "all the directors" as used in these Rules shall be counted as the number of directors then actually in office.

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Article 8 (Documentation of a board meeting by audio or video)

Proceedings of a board meeting shall be recorded in their entirety in audio or video, and the recording shall be retained for a minimum of 5 years. The record may be retained in electronic form.

If any litigation arises with respect to a resolution of a board meeting before the end of the retention period of the preceding Paragraph, the relevant audio or video record shall be retained until the conclusion of the litigation.

Where a board meeting is held by videoconference, the audio or video documentation of the meeting constitutes part of the meeting minutes and shall be retained for the duration of the existence of the Company.

Article 9 (Agenda items)

Agenda items for regular board meetings of the Company shall include at least the following:

  1. Matters to be reported:
    A. Minutes of the last meeting and action taken.
    B. Important financial and business matters.
    C. Internal audit activities.
    D. Other important matters to be reported.

  2. Matters for discussion:
    A. Items for continued discussion from the last meeting.
    B. Items for discussion at this meeting.

  3. Extraordinary motions.

Article 10 (Discussion of proposals)

A board meeting shall follow the agenda given in the meeting notice. However, the agenda may be changed with the approval of a majority of directors in attendance at the board meeting.

The chair may not declare the meeting closed without the approval of a majority of the directors in attendance at the meeting.

At any time during the course of a board meeting, if the number of directors sitting at the meeting does not constitute a majority of the attending directors, then upon the motion by a director sitting at the meeting, the chair shall declare a suspension of the meeting, in which case Paragraph 3 of Article 7 shall apply mutatis mutandis.

During the board meeting, if the chairman of the board of directors is unable to preside over the meeting for some reason, or fails to declare the adjournment of the meeting in accordance with Paragraph 2, Paragraph 3 of Article 6 shall apply mutatis mutandis to the selection and appointment of his proxy.


Article 11 (Matters requiring discussion and approval at a board meeting)

The Company shall submit the following items for discussion by the board of directors:

  1. Business plan of the Company.
  2. Annual and semi-annual financial reports, with the exception of semi-annual financial reports which, under relevant laws and regulations, need not be audited and attested by a certified public accountant (CPA).
  3. Establishment or amendment of the internal control system required by any laws and regulations and the efficiency assessments of the internal control system.
  4. Establishment or amendment of the rules for acquisition or disposal of assets, rules for transaction of derivatives, rules for lending of funds to others, rules for providing endorsement or guarantee to others, and other major rules for business or financial matters required by any laws and regulations.
  5. The offering, issuance, or private placement of any equity-type securities.
  6. In case the board of directors has no managing director, the election or discharge of the chairman of the board of directors.
  7. The appointment or discharge of CFO, chief accounting officer, and officer that supervises internal audit.
  8. A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of emergency relief for a major natural disaster may be submitted to the next board meeting for retroactive recognition.
  9. Any matters required by any laws and regulations or the Articles of Incorporation to be approved by resolution of the shareholders meeting or board meeting, or any significant matters as may be ordered by the competent authority.

The term “related party” in the preceding paragraph means the related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term “major donation to a non-related party” in Subparagraph 8 of the preceding paragraph means any individual donation, or the cumulative donation within a 1-year period to a single recipient, amounts to NTD 100 million or more, or equals to or greater than 1 percent of the net operating revenue as stated in the CPA-attested financial report for the most recent year or 5 percent of the paid-in capital.

The term “within a 1-year period” in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the board meeting is convened. Amounts already submitted to and passed by a resolution of the board meeting are exempted from inclusion in the calculation.

At least one independent director of the Company shall attend each board meeting in person. In the case of a meeting concerning any matter required to be submitted for a resolution by the board meeting under Paragraph 1 of this Article, each independent director shall attend in person; if an independent director is unable to attend in person, he or she shall appoint other independent director to attend as his or her proxy. If an independent director expresses any objection or reservation about a matter, it shall be recorded in the board meeting minutes. An independent director intending to express an objection or reservation but unable to attend the meeting in

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person shall, unless there is legitimate reason, issue a written opinion in advance, which shall be recorded in the meeting minutes.

Apart from matters referred to in Paragraph 1 of this Article, which are required to be submitted for discussion by the board of directors, when the board of directors delegates any exercise of its powers pursuant to laws or regulations or the Company's Articles of Incorporation, matters such as the level and substance of the delegation shall be concretely and specifically set out.

Article 12 (Voting-I)

When the chair at a board meeting is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call a vote.

When a proposal comes to a vote at a board meeting, if no attending director voices an objection following an inquiry by the chair, the proposal will be deemed approved. If there is an objection following an inquiry by the chair, the proposal shall be brought to a vote.

One voting method for proposals at a board meeting shall be selected by the chair from among those below, provided that when an attending director has an objection, the chair shall seek the opinion of the majority to make a decision:

  1. A show of hands or a vote by voting machine.
  2. A roll call vote.
  3. A vote by ballot.
  4. A vote by a method selected at the Company's discretion.

"Attending directors" as used in the Paragraph 2 of this Article, does not include directors that may not exercise voting rights pursuant to Paragraph 1 of Article 14.

Article 13 (Voting-II and methods for vote monitoring and counting)

Except where otherwise provided by the Securities and Exchange Act and the Company Act, the passage of a proposal at a board meeting shall require the approval of a majority of the directors in attendance at a board of directors meeting attended by a majority of all directors.

When there is an amendment or 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. If anyone among them is passed, the other proposals shall then be deemed rejected, and no further voting on them shall be required.

If a vote on a proposal requires monitoring and counting personnel, the chair shall appoint such personnel, providing that all monitoring personnel shall be directors.

Voting results shall be made known on-site immediately and recorded in writing.

Article 14 (Recusal system for directors)

If a director or a juristic person that the director represents is an interested party in relation to an agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interest of the

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Company, that director may not participate in discussion or voting on that agenda item and shall recuse himself or herself from the discussion or the voting on the item and may not exercise voting rights as proxy for another director.

Where the spouse or a blood relative within the second degree of kinship of a director, or a company which has a controlling or subordinate relation with a director, is an interested party with respect to an agenda item, such director shall be deemed to be an interested party with respect to that agenda item.

Where a director is prohibited by the preceding two paragraphs from exercising voting rights with respect to a resolution at a board meeting, the provisions of Paragraph 2 of Article 180 of the Company Act apply mutatis mutandis in accordance with Paragraph 4 of Article 206 of the same Act.

Article 15 (Meeting minutes and sign-in matters)

Discussions at a board meeting shall be recorded in the meeting minutes, and the minutes shall fully and accurately state the matters listed below:

  1. The meeting session (or year) and the time and place of the meeting.
  2. The name of the chair.
  3. The directors' attendance at the meeting, including the names and the number of directors in attendance, excused, and absent.
  4. The names and titles of those attending the meeting as non-voting participants.
  5. The name of the minutes taker.
  6. The matters reported at the meeting.
  7. The matters for discussion: the method of resolution and the result for each proposal; a summary of the comments made by directors, experts, or other persons; the name of any director that is an interested party as referred to in Paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations that were included in records or stated in writing; and any opinion issued in writing by an independent director under Paragraph 4, Article 11.
  8. Extraordinary motions: The name of the mover, the method of resolution and the result, a summary of the comments of any director, expert, or other person; the name of any director that is an interested party as referred to in Paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; and opinions expressing objections or reservations that were included in records or stated in writing.
  9. Other matters required to be recorded.

Any of the following matters in relation to a resolution at a board meeting shall be stated in the meeting minutes and within two days of the meeting be published on the information reporting website designated by the competent authority:

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  1. Any matter to which an independent director expresses an objection or reservation opinion that was included in records or stated in writing.
  2. Any matter that has not been passed by the audit committee but has been adopted with the approval of two-thirds or more of all the directors.

The attendance book constitutes part of the minutes for each board meeting and shall be retained for the duration of the existence of the Company.

The minutes of a board meeting shall bear the signature or seal of both the chair and the minutes taker, and a copy of the minutes shall be distributed to each director within 20 days after the meeting. The minutes shall be deemed important corporate records and appropriately preserved during the existence of the Company.

The meeting minutes of Paragraph 1 of this Article may be produced and distributed in electronic form.

Article 16 (deleted)

Article 17 (Supplementary provisions)

These Rules shall be adopted by the approval of board meeting and shall be reported to the shareholders meeting. The board of directors may be authorized to adopt, by resolution, any future amendments to these Rules. These Rules became effective from April 21, 2018. The first amendments are made on October 23, 2019. The second amendments are made on June 7, 2023. The third amendments are made on November 21, 2023. The fourth amendments are made on March 28, 2024.

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【Appendix 2】

LINE Pay Taiwan Limited
Sustainable Development Best Practice Principles (Before Amendment)

Chapter 1 General Provisions

Article 1

The Principles are adopted in accordance with the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” for the implementation of corporate social responsibilities, promotion of economic, environmental, and societal advancement to achieve sustainable development, and management of the Company's economic, environmental, and social risks and influences.

Article 2

The Principles are applicable to the Company and its business group, including their entire business operations.

The Company shall actively fulfill sustainable development so as to follow international development trends. The Company shall contribute to the economic development of the country, to improve the quality of life of employees, the community and society by acting as responsible corporate citizens, and to enhance competitive edges built on sustainable development.

Article 3

In promoting sustainable development, the Company shall, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society, and corporate governance.

The Company shall, in accordance with materiality principle, conduct risk assessment on environmental, social, and corporate governance issues that pertaining to company operations and establish the relevant risk management policy or strategy.

Article 4

To implement sustainable development initiatives, the Company is advised to follow the principles below:


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

Article 5

The Company shall take into consideration the correlation between the development of domestic and international sustainable development issues and corporate core business operations, and the effect of the operation of the Company and of its business group as a whole on stakeholders, in establishing their policies, systems or relevant management guidelines, and concrete promotion plans for sustainable development programs, which shall be approved by the board of directors and then reported to the shareholders meeting.

When a shareholder proposes a motion involving sustainable development, the Company's board of directors is advised to review and consider including it in the shareholders meeting agenda.

Chapter 2 Sound Corporate Governance

Article 6

The Company shall establish effective corporate governance frameworks and relevant ethical standards so as to enhance corporate governance.

Article 7

The board of directors of the Company shall exercise the due care of a good administrator, supervise the implementation of relevant sustainable development policies, review the implementation progress from time to time, and make continuous improvement to ensure the fulfillment of all sustainable development requirements.

The Company's board of directors is advised to give full consideration to the interests of stakeholders, including the following matters, in the Company's furtherance of its sustainable development initiatives:

  1. Identifying the Company's sustainable development mission or vision, and declaring its sustainable development policy, systems or relevant management guidelines;
  2. Making sustainable development the guiding principle of the Company's operations and development, and ratifying concrete promotional plans for sustainable development

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initiatives; and

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

The board of directors authorizes executive-level positions to handle all matters relating to economic, environmental, and social issues resulting from the Company's business operations, and to report the status of the handling to the board of directors. The handling procedures and the responsible person for each relevant issue shall be concrete and clear.

Article 8

The Company is advised to, on a regular basis, organize education and training on the implementation of sustainable development initiatives, including promotion of the matters prescribed in Paragraph 2 of the preceding Article.

Article 9

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

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

It is advised that the Company combines employee performance evaluation system with sustainable development policies and establishes a clear and effective incentive and discipline system.

Article 10

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

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Chapter 3 Fostering a Sustainable Environment

Article 11

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

Article 12

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

Article 13

The Company is advised to establish proper environment management systems. Such systems shall include the following tasks:

  1. Collecting sufficient and up-to-date information to evaluate the impact of the Company's business operations on the natural environment.
  2. Establishing measurable goals for environmental sustainability, and examining whether the development of such goals should be maintained and whether it is still relevant on a regular basis.
  3. Adopting enforcement measures such as concrete plans or action plans, and examining the results of its operation on a regular basis.

Article 14

The Company is advised to establish a dedicated unit or assign dedicated personnel for drafting, promoting, and maintaining relevant environment management systems and concrete action plans, and to hold environment education courses for managerial officers and other employees on a periodic basis.

Article 15

The Company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance

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with the following principles to reduce the impact on the natural environment and human beings from its business operations:

  1. Reduce resource and energy consumption of their products and services.
  2. Reduce emission of pollutants, toxins and waste, and dispose of waste properly.
  3. Improve recyclability and reusability of raw materials or products.
  4. Maximize the sustainability of renewable resources.
  5. Enhance the durability of products.
  6. Improve efficiency of products and services.

Article 16

To improve water use efficiency, the Company shall properly and sustainably use water resources and establish relevant management measures.

The Company shall construct and improve environmental protection treatment facilities to avoid polluting water, air and land, and use their best efforts to reduce adverse impact on human health and the environment by adopting the best practical pollution prevention and control measures.

Article 17

The Company is advised to assess the risks and opportunities that climate change may bring in the immediate and long terms, and adopt countermeasures to address related issues.

The Company is advised to adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following:

  1. Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the Company.
  2. Indirect greenhouse gas emissions: emissions resulting from the generation of imported electricity, heat, or steam.
  3. Other indirect emissions: Emissions from company activities that are not indirect emissions from energy sources but originate from sources owned or controlled by other companies.

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The Company is advised to compile statistics on greenhouse gas emissions, water consumption, and total weight of waste; adopt a policy on energy conservation and carbon reduction, reductions in greenhouse gas emissions and water consumption, and waste management; and incorporate the acquisition of carbon rights into its carbon reduction strategy and act accordingly. Such strategies shall aim to minimize the impact of business operations on climate change.

Chapter 4 Safeguarding Public Welfare

Article 18

The Company shall comply with relevant laws and regulations, and the International Bill of Human Rights, with respect to rights such as gender equality, the right to work, and prohibition of discrimination. The Company, to fulfill its responsibility to protect human rights, shall adopt relevant management policies and processes, including:

  1. Presenting a corporate policy or statement on human rights.
  2. Evaluating the impact of the Company's business operations and internal management on human rights, and adopting corresponding handing processes.
  3. Reviewing on a regular basis the effectiveness of the corporate policy or statement on human rights.
  4. In the event of any infringement of human rights, the Company shall disclose the processes for handling the matter with respect to the stakeholders involved.

The Company shall comply with the internationally recognized human rights of labor, including the freedom of association, the right of collective bargaining, caring for vulnerable groups, prohibiting the use of child labor, eliminating all forms of forced labor, eliminating recruitment and employment discrimination, and shall ensure that its human resource policies do not contain differential treatments based on gender, race, socioeconomic status, age, or marital and family status, so as to achieve equality and fairness in employment, hiring conditions, remuneration, benefits, training, evaluation, and promotion opportunities.

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

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Article 19

The Company shall provide information to its employees so that employees have knowledge of the labor laws and rights they enjoy in the countries where the Company has business operations.

Article 20

The Company is advised to provide a safe and healthy work environment for its employees, including necessary health and first-aid facilities and endeavor to curb dangers to employees' safety and health so as to prevent occupational accidents.

The Company is advised to organize training on safety and health for its employees on a regular basis.

Article 21

The Company is advised to create a positive environment for employees' career development and establish effective career training programs.

The Company shall devise and offer reasonable employee benefits (including remuneration, leave, and other benefits) as well as reasonably reflect business performance or fruits in employee remuneration to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations.

Article 22

The Company shall establish a platform to facilitate regular two-way communication between the management and the employees for the employees to obtain relevant information on and express their opinions on the Company's operations, management and decisions.

The Company shall respect the employee representatives' rights to bargain for the working conditions and provide the employees with necessary information and hardware equipment, in order to improve the negotiation and cooperation among employers, employees and employee representatives.

The Company shall, by reasonable means, inform employees of operation changes that might have material impacts.

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Article 22-1

The Company is advised to treat customers or consumers of its products or services in a fair and reasonable manner, including according to the following principles: fairness and good faith in contracting, duty of care and fiduciary duty, truthfulness in advertising and soliciting, fitness of products or services, notification and disclosure, commensuration between compensation and performance, protection of the right to file complaints, and professionalism of salespersons. The Company should also develop relevant strategies and specific measures for implementation.

Article 23

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

Article 24

The Company shall ensure the quality of its products and services by following the laws and regulations of the government and relevant standards of the industry in which it operates.

When it comes to product marketing and labeling in relation to customer health, safety, and privacy, the Company shall abide by applicable laws, regulations and international guidelines and may not deceive, mislead, commit fraud, or engage in any other acts which would betray consumers' trust or damage consumers' rights or interests.

Article 25

The Company is advised to evaluate and manage all types of risks that could cause interruptions in operations, so as to reduce the impact on consumers and society.

The Company is advised to provide a clear and effective procedure for accepting consumer complaints to fairly and timely handle consumer complaints and shall comply with relevant laws and regulations stipulated by the Personal Information Protection Act, respect consumers' rights of privacy, and ensure the security of personal data provided by consumers.

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Article 26

The Company is advised to assess the impact its procurement has on society and the environment of the community from which procurements are made as well as cooperate with its suppliers to jointly implement the corporate social responsibility initiative.

The Company should adopt a supplier management policy that requires suppliers to comply with applicable regulations in the areas of environmental protection, occupational safety and health, and labor rights. Prior to engaging in commercial dealings, the Company should assess whether there is any record of a supplier's impact on the environment and society, and avoid conducting transactions with those against corporate social responsibility policy.

When the Company enters into a contract with any of its major suppliers, the content should include terms stipulating mutual compliance with corporate social responsibility policy, and that the contract may be terminated or rescinded any time if the supplier has violated such policy and has caused significant negative impact on the environment and society of the community of the supply source.

Article 27

The Company shall evaluate the impact of its business operations on the community, and adequately employ personnel from the location of the business operations, to enhance community acceptance.

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

Article 27-1

The Company is advised to continue to continuously inject resources into cultural and artistic activities or cultural and creative industries through endowments, sponsorships, investments, procurements, strategic cooperation, corporate volunteerism or other support models in order to promote cultural development.

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Chapter 5: Enhancing Disclosure of sustainable development Information

Article 28

The Company shall disclose information according to relevant laws, regulations and its Corporate Governance Best Practice Principles and shall fully disclose relevant and reliable information relating to its sustainable development initiatives to improve information transparency. Information relating to sustainable development which is to be disclosed by the Company includes the following:

  1. The policy, systems, or relevant management guidelines, and concrete promotion plans for sustainable development initiatives, as resolved by the board of directors.
  2. The risks involved or influences on the business operation or financial status of the Company due to the implementation of corporate governance system, the development of sustainable environment, or the protection of public welfare, etc.
  3. The Company's objectives and measures for promoting the sustainable development, and performance in implementation.
  4. Major interested parties and the issues of concern.
  5. Disclosure of information on major suppliers' management and performance with respect to major environmental and social issues.
  6. Other sustainable development-related information

Article 29

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

  1. The policy, systems, or relevant management guidelines, and concrete promotion plans for sustainable development initiatives.
  2. Major stakeholders and their concerns.
  3. Results and a review of the exercising of corporate governance, fostering of a sustainable environment, preservation of public welfare and promotion of economic development.

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  1. Improvement plans and targets in future.

Chapter 6 Miscellaneous

Article 30

The Company shall at all times monitor the development of domestic and foreign sustainable development standards and the change of business environment so as to examine and improve its sustainable development framework and to obtain better results from the implementation of the sustainable development policy.

Article 31

The Principles, and any amendments made hereto, shall be implemented after the board of directors grants the approval, and shall be reported at a shareholders' meeting. The Principles are enacted on September 26, 2023.

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【Appendix 3】

LINE Pay Taiwan Limited
Second Employee Stock Option Plan of Year 2023 (Before Amendment)

I – Purpose of the ESOP

LINE Pay Taiwan Limited (the “Company”), in accordance with the Company Act and relevant regulations, formulated this employee stock option plan (the “ESOP”) to attract and retain the technological and professional talents, motivate employees and improve the sense of belonging to the Company, so as to create the interests of the Company and shareholders.

II – Issue Period

The stock options (the “Stock Options” or “Options”) granted under the ESOP may be issued in one or more installments depending on the needs of the Company within one (1) year after the ESOP is approved by the Board of Directors. The Chairman of the Board of Directors of the Company (the “Chairman”) is authorized to determine the actual issuance date.

III – Eligible Participants

The Stock Options may be granted only to formal full-time employees of the Company or employees of the domestic or foreign company controlling or controlled by the Company. The employees actually qualified to be granted with the Stock Options (the “Optionee”) and the number of shares such employees may subscribe shall be approved by the Chairman as authorized by the Board of Directors of the Company, by reference to seniority, rank of position, performance, past contribution, expected contribution in the future, special achievements, and any other factors.

IV – Total Number of New Stock Options

The total number of the Stock Options authorized to be granted under the ESOP is 1,827,750 units, which may be issued in installments. 1 share of the Company's common stock can be subscribed by each unit of the Stock Options. The total number of new common shares that shall be issued for the exercise of the Stock Options is 1,827,750 shares.

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V – Terms and Conditions of the ESOP

(a) Exercise Price

NTD 112 per share (the “Exercise Price”).

(b) Term of Stock Option

1) The Stock Options shall remain in force and effect within a period of ten (10) year from the date of the Stock Options granted (the “Option Grant Date”) (such period, the “Validity Period”). Immediately after the expiration of the Validity Period, the Stock Options not exercised shall be deemed abandoned, and the Optionee shall have no exercise right under the Stock Option. The Stock Options and all rights thereunder shall not be transferred, pledged, gifted away or otherwise disposed except for succession.

The Optionee may exercise his/her rights to subscribe the stocks of the Company according to the following schedule and relevant percentage after the Stock Options have been granted:

After three (3) years from the Option Grant Date, the Optionee may exercise the Stock Options up to 100% of the total Stock Options granted hereunder.

That is: within 3 years from the Option Grant Date, the Optionee has no right to exercise the Stock Options granted to him/her.

2) After being granted with the Stock Options by the Company, if there is any breach or violation of this ESOP, the employment agreement, non-competition obligation, confidentiality obligation, or the work rules of the Company and/or the company controlling or controlled by the Company, or relevant laws and regulations, the Company may revoke and cancel the unvested Stock Option and the vested Stock Option which has not been exercised.

3) The time period and percentage of rights exercisable of the Stock Option mentioned above may be adjusted by the Board of Directors as the case may be and the Optionee shall be notified of such adjustment; provided that the Optionee's consent to such adjustment shall not be required.

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(c) Types of Shares to be Subscribed under the ESOP

Common shares of the Company

(d) In case of any of the following events, the following shall apply to the rights under the Stock Options within the Validity Period of the Stock Options:

1) Termination of Employment (including voluntary termination, involuntary termination and laid-off)

The granted Option that has not been exercised shall be deemed forfeited on the date of the Optionee's termination of employment, regardless of whether the Option vested is exercisable or not.

2) Leave without Pay

For the Optionee who has been approved to take a leave without pay, to the extent the Option vested is exercisable, his/her Option may be exercised within one (1) month from the starting date of the Optionee taking a leave without pay; if the Option is not exercised within such time period, the rights under the Option shall be suspended and recovered from the date of the Optionee's reinstatement. The rights under the unvested Options shall be recovered from the date of the Optionee's reinstatement and the vesting schedule shall be deferred with the period of such leave of absence; provided, however, that the maximum period for the exercise of right by the Optionee shall not exceed the Validity Period.

3) Death

To the extent the Option vested is exercisable, the Option may be exercised by the Optionee's successor within one (1) year from the date of the Optionee's death. The non-exercisable Options shall be deemed forfeited on the date of the Optionee's death; provided, however, if the Company's stocks have been traded on the Taiwan Stock Exchange or the Taipei Exchange as listed stocks, such non-exercisable Options may be exercised in full by the successor within one (1) year from the date of the Optionee's death.

4) Occupational Accidents

i. In the event that the Optionee is unable to perform his/her service due to disability as a result of an occupational incident, to the extent the Option vested is exercisable, his/her Option may be exercised within one (1) year from the date of the Optionee's termination of employment, and the Option not exercised within

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such time period shall be deemed forfeited. To the extent the Option vested is non-exercisable, such Option shall be deemed forfeited on the date of the Optionee's termination of employment; provided, however, that if the Company's stocks have been traded on the Taiwan Stock Exchange or the Taipei Exchange as listed stocks, such non-exercisable Option may be fully exercised within one (1) year from the date of the Optionee's termination of employment, and the vesting schedule set forth under Section V (b) of this ESOP specifying the percentage of the Option that can be vested shall not apply.

ii. In the event that the Optionee is deceased as a result of an occupational incident, to the extent the Option vested is exercisable, his/her Option may be exercised by the successor of the Optionee within one (1) year from the date of the Optionee's death, and the Option not exercised within such time period shall be deemed forfeited. To the extent the Option vested is non-exercisable, such Option shall be deemed forfeited on the date of the Optionee's death; provided, however, that if the Company's stocks have been traded on the Taiwan Stock Exchange or the Taipei Exchange as listed stocks, such non-exercisable Option may be fully exercised by the successor of the Optionee within one (1) year from the date of the Optionee's death, and the vesting schedule set forth under Section V (b) of this ESOP specifying the percentage of the Option that can be vested shall not apply.

5) Transfer

If the Optionee is transferred to the company controlling or controlled by the Company, an affiliate of the Company or the company controlling or controlled by the Company or any other company based on the request of the Optionee after obtaining of the approval of the Company, the matters regarding the Option shall be handled in accordance with the same provisions governing voluntary termination as provided above. However, for the Company's employees, after obtaining of the approval of the Company, who are assigned to the company controlling or controlled by the Company, an affiliate of the Company or the company controlling or controlled by the Company or any other company for the needs of the operation of the Company or the company controlling or controlled by the Company, if approved by the Board of Directors of the Company, their granted Options will not be affected by such transfer. In the absence of said approval of the Board of Directors of the Company, the matters regarding the Options shall be handled in the same manner as the aforementioned voluntary termination of employment.

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6) Retirement

In the event of the Optionee's retirement, the Option granted may be exercised by the Optionee within one (1) month from the date of the Optionee's retirement; provided, however, that the vesting schedule set forth under Section V (b) of this ESOP specifying the percentage of the Option that can be vested shall apply.

7) Where the Optionee or the successors thereof does not exercise his/her rights under the Stock Options within the terms and conditions of the Employee Stock Option Agreement, this ESOP or the time period set forth herein or therein, such rights shall be deemed abandoned, and the Optionee or the successor thereof shall not request to exercise the rights afterwards.

(e) Procedures for handling the abandoned Stock Options: the Company will cancel and not reissue the Stock Options that are abandoned by the Optionee or the successors thereof or revoked by the Company.

VI - Exercise

The Company will deliver the newly issued common shares.

VII - Adjustment to Exercise Price

(a) Upon the issuance of the Stock Option, whenever there is any change in shares (i.e., capital increase by cash, capital increase by capitalization of earnings, capital increase by capitalization of capital surplus, merger, stock split or participation in issuance of overseas depository receipts by cash capital increase, etc.), the Exercise Price shall be adjusted in accordance with the following formula and principles and rounded off to the first decimal place.

$$
\text{Exercise Price After Adjustment} = \frac{\text{Exercise Price Before Adjustment}}{\text{Number of Issued Shares} + \frac{\text{Amount Paid for Each New Share} \times \text{Number of New Shares Issued}}{\text{Exercise Price Before Adjustment}}} \times \frac{\text{Number of Issued Shares} + \text{Number of New Shares}}{}
$$

1) The term “Number of Issued Shares” used in the above formula refers to the total number of issued common shares, excluding the number of shares under the “certificates of payment for the exercise of stock warrants” and “certificates of bond-to-stock conversion”. The total number of issued common shares is based on the Company's latest paid-in capital registered with the Ministry of Economic Affairs.

2) In respect of allotment of shares without consideration or stock split, the “Amount Paid

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for Each New Share” used in the above formula shall be zero (0).

3) In respect of employee stock bonus, the term “Amount Paid for Each New Share” used in the above formula shall be the closing price on the day before the shareholders’ meeting considering the impact of ex-right and ex-dividend (for a company listed on the Taiwan Stock Exchange or the Taipei Exchange) or the book value per share in the financial report audited by the CPA for the most recent year (for a company which is not listed on the Taiwan Stock Exchange or the Taipei Exchange).

4) In the event that the Company issues new shares due to a merger or an acquisition of another company’s shares, the Exercise Price shall not be adjusted.

5) The Exercise Price after adjustment shall be rounded off to the first decimal place.

6) In the event that the Exercise Price after adjustment would be higher than the Exercise Price before adjustment, there shall be no adjustment.

7) In the event that the Exercise Price after adjustment would be lower than the par value of the common stock, the Exercise Price shall be the par value of the common stock.

8) In any events not specified above, the Board of Directors is authorized to decide whether to adjust the Exercise Price or not and to decide the adjustment formula and principles for determining the change in shares (if applicable) in accordance with the actual circumstances.

(b) Upon the issuance of the Stock Option, in the event of distribution of cash dividends by the Company, the Exercise Price shall be adjusted in accordance with the following formula and rounded off to the first decimal place.

$$
\text{Exercise Price After Adjustment} = \text{Exercise Price Before Adjustment} \times (1 - \frac{\text{Ratio of Cash Dividend Per Common Share to Par Value}}{1})
$$

(c) In the event of change in common shares under Section VII (a) and the distribution of cash dividends under Section VII (b) at the same time, the Exercise Price shall be calculated in accordance with Section VII (b) first, and then adjusted in accordance with Section VII (a) and rounded off to the first decimal place.

(d) Upon the issuance of the Stock Option, in the event of reduction in number of common shares due to capital reduction, the Exercise Price shall be adjusted in accordance with the following formula and rounded off to the first decimal place.

$$
\text{Exercise Price After Adjustment} = \text{Exercise Price Before Adjustment} \times \frac{\text{Number of Issued Common Shares Before Capital Reduction}}{\text{Number of Issued Common Shares After Capital Reduction}}
$$

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VIII – Procedures for Exercising the Stock Options

(a) Except for the period of share transfer suspension, the Stock Options may be exercised pursuant to the schedule under Section V (b) of this ESOP. The Optionee shall fill out the "Application Form for Exercising the Employee Stock Option" and submit the same to the Human Resource Department of the Company.

(b) After the Company accepts the application for exercising the Stock Options, the Company will notify the Optionee to make payment for stocks subscribed to the bank designated by the Company. The Optionee shall make full payment of stocks subscribed within the designated period and deliver a copy of the remittance slip to the Human Resource Department. The Optionee shall not revoke any payment once made. The Stock Options shall be deemed forfeited if the Optionee fails to make the payment within the designated period.

(c) After confirming the receipt of full payment of the Exercise Price, the stock affairs agent of the Company shall record the number of shares subscribed on the Company’s shareholders roster and deliver the common stocks of the Company to the Optionee after completion of the corporate registration for change of capital (if applicable), printing and attestation of the share certificates (if applicable) as agreed.

(d) The Chairman shall be authorized to set the stock issuance date in accordance with the relevant laws and regulations after the amendments to the corporate registration have been approved by the competent authority.

IX – Rights and Obligations upon Exercise of Stock Options

After exercise of the Stock Options, the rights and obligations of the common stocks delivered by the Company are the same as those of the common stocks of the Company.

X – Execution of Agreement and Confidentiality

(a) After the Company completes the statutory issuance procedures for the Stock Options, the in-charge department of the Company will inform the Optionee to execute the "Second Employee Stock Option Agreement for Year 2023 of LINE Pay Taiwan Limited" (the "Agreement"). Once such Agreement is duly executed by the Optionee and the Company, the Optionee shall be deemed to have obtained the right to receive the Stock Options. If the Optionee fails to complete the execution of such Agreement, he/she shall be deemed to have abandoned the right to receive the Stock Options.

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(b) Unless otherwise provided by applicable laws and regulations or requested by the competent authority, after the Optionee has been granted with the Stock Options, the Optionee shall keep the terms and conditions of the ESOP confidential and not to leak the relevant information of the Stock Option granted hereunder or to inquire about the Options granted to others. In case of any violation of such obligation, the Company is entitled to revoke and cancel the unvested Stock Options.

XI - Tax

The relevant taxes arising from the subscription of stocks by the Optionee under the ESOP shall be handled in accordance with the then applicable tax laws of the Republic of China at that time.

XII- Miscellaneous

(a) The matters regarding the Stock Options to be granted to each Optionee and the number thereof, the operational matters and time period regarding the exercise of the Stock Options, payments for stocks subscribed and exchanging for the Company's share certificates shall be separately notified by the Company to the Optionees.

(b) The ESOP shall be adopted and become effective by a resolution of the Board of Directors of the Company, and the same procedure shall apply to the amendments to or termination of the ESOP. Afterwards, due to changes of applicable laws and regulations or changes of the objective environment, this ESOP may be amended or terminated by a resolution of the Board of Directors of the Company in accordance with relevant laws and regulations, and shall be reported and announced in accordance with applicable laws and regulations of the competent authority.

(c) Any matter not set forth in the ESOP shall be handled in accordance with applicable laws and regulations.

(d) This ESOP was approved by the Board of Directors on March 28, 2023.

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【Appendix 4】

LINE Pay Taiwan Limited
Third Employee Stock Option Plan of Year 2023 (Before Amendment)

I – Purpose of the ESOP

LINE Pay Taiwan Limited (the “Company”), in accordance with the Company Act and relevant regulations, formulated this employee stock option plan (the “ESOP”) to attract and retain the technological and professional talents, motivate employees and improve the sense of belonging to the Company, so as to create the interests of the Company and shareholders.

II – Issue Period

The stock options (the “Stock Options” or “Options”) granted under the ESOP may be issued in one or more installments depending on the needs of the Company within one (1) year after the ESOP is approved by the Board of Directors. The Chairman of the Board of Directors of the Company (the “Chairman”) is authorized to determine the actual issuance date.

III – Eligible Participants

The Stock Options may be granted only to formal full-time employees of the Company or employees of the domestic or foreign company controlling or controlled by the Company. The employees actually qualified to be granted with the Stock Options (the “Optionee”) and the number of shares such employees may subscribe shall be approved by the Chairman as authorized by the Board of Directors of the Company, by reference to seniority, rank of position, performance, past contribution, expected contribution in the future, special achievements, and any other factors.

IV – Total Number of New Stock Options

The total number of the Stock Options authorized to be granted under the ESOP is 1,914,500 units, which may be issued in installments. 1 share of the Company's common stock can be subscribed by each unit of the Stock Options. The total number of new common shares that shall be issued for the exercise of the Stock Options is 1,914,500 shares.

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107

V – Terms and Conditions of the ESOP

(a) Exercise Price

NTD 112 per share (the “Exercise Price”).

(b) Term of Stock Option

1) The Stock Options shall remain in force and effect within a period of ten (10) year from the date of the Stock Options granted (the “Option Grant Date”) (such period, the “Validity Period”). Immediately after the expiration of the Validity Period, the Stock Options not exercised shall be deemed abandoned, and the Optionee shall have no exercise right under the Stock Option. The Stock Options and all rights thereunder shall not be transferred, pledged, gifted away or otherwise disposed except for succession.

The Optionee may exercise his/her rights to subscribe the stocks of the Company according to the following schedule and relevant percentage after the Stock Options have been granted:

Time Period from the Option Grant Date Accumulated Maximum Percentage of Rights Exercisable
After 3 years from the Option Grant Date 30%
After 4 years from the Option Grant Date 60%
After 5 years from the Option Grant Date 100%

That is: within 3 years from the Option Grant Date, the Optionee has no right to exercise the Stock Options granted to him/her.

2) After being granted with the Stock Options by the Company, if there is any breach or violation of this ESOP, the employment agreement, non-competition obligation, confidentiality obligation, or the work rules of the Company and/or the company controlling or controlled by the Company, or relevant laws and regulations, the Company may revoke and cancel the unvested Stock Option and the vested Stock Option which has not been exercised.

3) The time period and percentage of rights exercisable of the Stock Option mentioned above may be adjusted by the Board of Directors as the case may be and the Optionee shall be notified of such adjustment; provided that the Optionee's consent to such adjustment shall not be required.


(c) Types of Shares to be Subscribed under the ESOP

Common shares of the Company

(d) In case of any of the following events, the following shall apply to the rights under the Stock Options within the Validity Period of the Stock Options:

1) Termination of Employment (including voluntary termination, involuntary termination and laid-off)

The granted Option that has not been exercised shall be deemed forfeited on the date of the Optionee's termination of employment, regardless of whether the Option vested is exercisable or not.

2) Leave without Pay

For the Optionee who has been approved to take a leave without pay, to the extent the Option vested is exercisable, his/her Option may be exercised within one (1) month from the starting date of the Optionee taking a leave without pay; if the Option is not exercised within such time period, the rights under the Option shall be suspended and recovered from the date of the Optionee's reinstatement. The rights under the unvested Options shall be recovered from the date of the Optionee's reinstatement and the vesting schedule shall be deferred with the period of such leave of absence; provided, however, that the maximum period for the exercise of right by the Optionee shall not exceed the Validity Period.

3) Death

To the extent the Option vested is exercisable, the Option may be exercised by the Optionee's successor within one (1) year from the date of the Optionee's death. The non-exercisable Options shall be deemed forfeited on the date of the Optionee's death; provided, however, if the Company's stocks have been traded on the Taiwan Stock Exchange or the Taipei Exchange as listed stocks, such non-exercisable Options may be exercised in full by the successor within one (1) year from the date of the Optionee's death.

4) Occupational Accidents

i. In the event that the Optionee is unable to perform his/her service due to disability as a result of an occupational incident, to the extent the Option vested is exercisable, his/her Option may be exercised within one (1) year from the date of the Optionee's termination of employment, and the Option not exercised within

108


such time period shall be deemed forfeited. To the extent the Option vested is non-exercisable, such Option shall be deemed forfeited on the date of the Optionee's termination of employment; provided, however, that if the Company's stocks have been traded on the Taiwan Stock Exchange or the Taipei Exchange as listed stocks, such non-exercisable Option may be fully exercised within one (1) year from the date of the Optionee's termination of employment, and the vesting schedule set forth under Section V (b) of this ESOP specifying the percentage of the Option that can be vested shall not apply.

ii. In the event that the Optionee is deceased as a result of an occupational incident, to the extent the Option vested is exercisable, his/her Option may be exercised by the successor of the Optionee within one (1) year from the date of the Optionee's death, and the Option not exercised within such time period shall be deemed forfeited. To the extent the Option vested is non-exercisable, such Option shall be deemed forfeited on the date of the Optionee's death; provided, however, that if the Company's stocks have been traded on the Taiwan Stock Exchange or the Taipei Exchange as listed stocks, such non-exercisable Option may be fully exercised by the successor of the Optionee within one (1) year from the date of the Optionee's death, and the vesting schedule set forth under Section V (b) of this ESOP specifying the percentage of the Option that can be vested shall not apply.

5) Transfer

If the Optionee is transferred to the company controlling or controlled by the Company, an affiliate of the Company or the company controlling or controlled by the Company or any other company based on the request of the Optionee after obtaining of the approval of the Company, the matters regarding the Option shall be handled in accordance with the same provisions governing voluntary termination as provided above. However, for the Company's employees, after obtaining of the approval of the Company, who are assigned to the company controlling or controlled by the Company, an affiliate of the Company or the company controlling or controlled by the Company or any other company for the needs of the operation of the Company or the company controlling or controlled by the Company, if approved by the Board of Directors of the Company, their granted Options will not be affected by such transfer. In the absence of said approval of the Board of Directors of the Company, the matters regarding the Options shall be handled in the same manner as the aforementioned voluntary termination of employment.

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6) Retirement

In the event of the Optionee's retirement, the Option granted may be exercised by the Optionee within one (1) month from the date of the Optionee's retirement; provided, however, that the vesting schedule set forth under Section V (b) of this ESOP specifying the percentage of the Option that can be vested shall apply.

7) Where the Optionee or the successors thereof does not exercise his/her rights under the Stock Options within the terms and conditions of the Employee Stock Option Agreement, this ESOP or the time period set forth herein or therein, such rights shall be deemed abandoned, and the Optionee or the successor thereof shall not request to exercise the rights afterwards.

(e) Procedures for handling the abandoned Stock Options: the Company will cancel and not reissue the Stock Options that are abandoned by the Optionee or the successors thereof or revoked by the Company.

VI - Exercise

The Company will deliver the newly issued common shares.

VII - Adjustment to Exercise Price

(a) Upon the issuance of the Stock Option, whenever there is any change in shares (i.e., capital increase by cash, capital increase by capitalization of earnings, capital increase by capitalization of capital surplus, merger, stock split or participation in issuance of overseas depository receipts by cash capital increase, etc.), the Exercise Price shall be adjusted in accordance with the following formula and principles and rounded off to the first decimal place.

$$
\text{Exercise Price After Adjustment} = \frac{\text{Exercise Price Before Adjustment}}{\text{Number of Issued Shares} + \frac{\text{Amount Paid for Each New Share} \times \text{Number of New Shares Issued}}{\text{Exercise Price Before Adjustment}}} \times \frac{\text{Number of Issued Shares} + \text{Number of New Shares}}{\text{Number of Issued Shares}} \times \text{Number of New Shares}
$$

1) The term “Number of Issued Shares” used in the above formula refers to the total number of issued common shares, excluding the number of shares under the “certificates of payment for the exercise of stock warrants” and “certificates of bond-to-stock conversion”. The total number of issued common shares is based on the Company's latest paid-in capital registered with the Ministry of Economic Affairs.

2) In respect of allotment of shares without consideration or stock split, the “Amount Paid

110


for Each New Share” used in the above formula shall be zero (0).

3) In respect of employee stock bonus, the term “Amount Paid for Each New Share” used in the above formula shall be the closing price on the day before the shareholders’ meeting considering the impact of ex-right and ex-dividend (for a company listed on the Taiwan Stock Exchange or the Taipei Exchange) or the book value per share in the financial report audited by the CPA for the most recent year (for a company which is not listed on the Taiwan Stock Exchange or the Taipei Exchange).

4) In the event that the Company issues new shares due to a merger or an acquisition of another company’s shares, the Exercise Price shall not be adjusted.

5) The Exercise Price after adjustment shall be rounded off to the first decimal place.

6) In the event that the Exercise Price after adjustment would be higher than the Exercise Price before adjustment, there shall be no adjustment.

7) In the event that the Exercise Price after adjustment would be lower than the par value of the common stock, the Exercise Price shall be the par value of the common stock.

8) In any events not specified above, the Board of Directors is authorized to decide whether to adjust the Exercise Price or not and to decide the adjustment formula and principles for determining the change in shares (if applicable) in accordance with the actual circumstances.

(b) Upon the issuance of the Stock Option, in the event of distribution of cash dividends by the Company, the Exercise Price shall be adjusted in accordance with the following formula and rounded off to the first decimal place.

$$
\text{Exercise Price After Adjustment} = \text{Exercise Price Before Adjustment} \times (1 - \frac{\text{Ratio of Cash Dividend Per Common Share to Par Value}}{1})
$$

(c) In the event of change in common shares under Section VII (a) and the distribution of cash dividends under Section VII (b) at the same time, the Exercise Price shall be calculated in accordance with Section VII (b) first, and then adjusted in accordance with Section VII (a) and rounded off to the first decimal place.

(d) Upon the issuance of the Stock Option, in the event of reduction in number of common shares due to capital reduction, the Exercise Price shall be adjusted in accordance with the following formula and rounded off to the first decimal place.

$$
\text{Exercise Price After Adjustment} = \text{Exercise Price Before Adjustment} \times \frac{\text{Number of Issued Common Shares Before Capital Reduction}}{\text{Number of Issued Common Shares After Capital Reduction}}
$$

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VIII – Procedures for Exercising the Stock Options

(a) Except for the period of share transfer suspension, the Stock Options may be exercised pursuant to the schedule under Section V (b) of this ESOP. The Optionee shall fill out the "Application Form for Exercising the Employee Stock Option" and submit the same to the Human Resource Department of the Company.

(b) After the Company accepts the application for exercising the Stock Options, the Company will notify the Optionee to make payment for stocks subscribed to the bank designated by the Company. The Optionee shall make full payment of stocks subscribed within the designated period and deliver a copy of the remittance slip to the Human Resource Department. The Optionee shall not revoke any payment once made. The Stock Options shall be deemed forfeited if the Optionee fails to make the payment within the designated period.

(c) After confirming the receipt of full payment of the Exercise Price, the stock affairs agent of the Company shall record the number of shares subscribed on the Company’s shareholders roster and deliver the common stocks of the Company to the Optionee after completion of the corporate registration for change of capital (if applicable), printing and attestation of the share certificates (if applicable) as agreed.

(d) The Chairman shall be authorized to set the stock issuance date in accordance with the relevant laws and regulations after the amendments to the corporate registration have been approved by the competent authority.

IX – Rights and Obligations upon Exercise of Stock Options

After exercise of the Stock Options, the rights and obligations of the common stocks delivered by the Company are the same as those of the common stocks of the Company.

X – Execution of Agreement and Confidentiality

(a) After the Company completes the statutory issuance procedures for the Stock Options, the in-charge department of the Company will inform the Optionee to execute the "Third Employee Stock Option Agreement for Year 2023 of LINE Pay Taiwan Limited" (the "Agreement"). Once such Agreement is duly executed by the Optionee and the Company, the Optionee shall be deemed to have obtained the right to receive the Stock Options. If the Optionee fails to complete the execution of such Agreement, he/she shall be deemed to have abandoned the right to receive the Stock Options.

112


(b) Unless otherwise provided by applicable laws and regulations or requested by the competent authority, after the Optionee has been granted with the Stock Options, the Optionee shall keep the terms and conditions of the ESOP confidential and not to leak the relevant information of the Stock Option granted hereunder or to inquire about the Options granted to others. In case of any violation of such obligation, the Company is entitled to revoke and cancel the unvested Stock Options.

XI - Tax

The relevant taxes arising from the subscription of stocks by the Optionee under the ESOP shall be handled in accordance with the then applicable tax laws of the Republic of China at that time.

XII- Miscellaneous

(a) The matters regarding the Stock Options to be granted to each Optionee and the number thereof, the operational matters and time period regarding the exercise of the Stock Options, payments for stocks subscribed and exchanging for the Company's share certificates shall be separately notified by the Company to the Optionees.

(b) The ESOP shall be adopted and become effective by a resolution of the Board of Directors of the Company, and the same procedure shall apply to the amendments to or termination of the ESOP. Afterwards, due to changes of applicable laws and regulations or changes of the objective environment, this ESOP may be amended or terminated by a resolution of the Board of Directors of the Company in accordance with relevant laws and regulations, and shall be reported and announced in accordance with applicable laws and regulations of the competent authority.

(c) Any matter not set forth in the ESOP shall be handled in accordance with applicable laws and regulations.

(d) This ESOP was approved by the Board of Directors on March 28, 2023.

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【Appendix 5】

LINE Pay Taiwan Limited
Articles of Incorporation of LINE Pay Taiwan Limited (Before Amendment)

Section I General Provisions

Article 1 The Company shall be incorporated under the Company Act of the Republic of China (the "Company Act"). Its name shall be "連加網路商業股份有限公司" and its English name shall be "LINE Pay Taiwan Limited".

Article 2 The scope of business of the Company shall be as follows:
1. I301020 Data Processing Services
2. I301030 Digital Information Supply Services
3. I301040 Third Party Payment
4. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

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

Article 4 Public announcements of the Company shall be made according to the Company Act and relevant regulations.

Article 5 The Company may act as a guarantor according to a resolution adopted at the meeting of the Board of Directors.

Article 6 The total amount of the Company's reinvestments shall not be subject to the restriction provided for in Article 13 of the Company Act that the total amount of its reinvestment shall not exceed forty (40) percent of the amount of the Company's paid-in capital.

Section II Capital Stock

Article 7 The total capital stock of the Company shall be in the amount of 1 billion New Taiwan Dollars, divided into 100 million shares, at 10 New Taiwan Dollars each, to be fully paid and be issued in installments under authorization of the Board of Directors.

The amount of 60 million New Taiwan Dollars among the above total capital stock, divided into 6 million shares, at 10 New Taiwan Dollars, shall be reserved for the issuance of employee stock warrants and may be issued in installments according to


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Article 7-1
the resolution of the Board of Directors.

Where the Company issues employee stock warrants, the employees of the controlling companies and subordinate companies of the Company meeting certain specific requirements may be entitled to receive the employee stock warrants. Where the Company issues new shares, the employees of the controlling companies and subordinate companies of the Company meeting certain specific requirements may be entitled to subscribe for the new shares. Where the Company issues employee restricted shares, the employees of the controlling companies and subordinate companies of the Company meeting certain specific requirements may be eligible for the granting of such shares.

Article 8
The stock certificates of the Company shall be in registered form, and before they are issued, shall be numbered serially, signed by or affixed with the seals of the Director representing the Company, and be authenticated pursuant to the law. For the shares to be issued by the Company, the Company may be exempted from printing any share certificate for the shares issued, but shall register the issued shares with a centralized securities depository enterprise.

Article 9
The registration of assignment/transfer of shares of the Company shall be suspended for a period of sixty (60) days before the convening of a regular meeting of shareholders, thirty (30) days before a special meeting of shareholders, or within five (5) days prior to the date on which interest, dividend, or other benefits are scheduled to be paid by the Company. The periods specified above shall commence from the applicable convening date of shareholders' meeting or from the applicable target date, as the case may be.

Section II-1
Shareholders' Meeting

Article 10
Meetings of the shareholders of the Company are of two kinds: (1) regular meeting and (2) special meeting.

A regular meeting shall be held within six months after the close of each fiscal year. A special meeting shall be convened whenever necessary according to laws and regulations.

Notices for convening the meetings of shareholders shall be delivered to all shareholders thirty (30) days in advance in the case of a regular meeting and fifteen (15) in advance in the case of a special meeting.

The purpose(s) for convening any such meeting shall be clearly stated in the notices given to the shareholders. The notices may, as an alternative, be given by means of electronic transmission after obtaining a prior consent from the recipient(s) thereof.

Article 11
Unless otherwise provided for in the Company Act or in these Articles of Incorporation, a meeting of shareholders may proceed only if it is attended by shareholders representing a majority of the total issued and outstanding capital stock of the Company and resolutions shall be made at the meeting with the concurrence


of a majority of the votes held by the shareholders present at the meeting. The meetings of shareholders may be held by videoconference or other methods announced by the competent government authorities.

The Company shall adopt the electronic transmission as one of the methods for exercising the shareholders' voting power and relevant matters shall be governed by the relevant laws and regulations. The shareholders exercising their voting power in writing or by way of electronic transmission in a shareholders' meeting shall be deemed as attending the shareholders' meeting in person. The method of exercising the voting power shall be described in the shareholders' meeting notice. Relevant matters shall be governed by the relevant laws and regulations.

Article 12
In case a shareholder is unable to attend a meeting, he/she/it may issue a proxy, setting forth the scope of authorization delegated, and appoint a proxy to attend the meeting. A proxy need not be a shareholder of the Company. When using proxies, the provisions set forth in “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” shall apply.

Article 13
The meeting of shareholders which is convened by the Board of Directors shall be presided over by the Chairman of the Board of Directors of the Company. In case of his/her absence, the designation/election of the person to preside the meeting shall be handled in accordance with Paragraph 3 of Article 208 of the Company Act. If the meeting of shareholders is convened by any other person having the right to convene the meeting, the convener shall be the chairman of such meeting; provided, however, that if there are two (2) or more persons having the right to convene the meeting, the chairman of the meeting shall be elected from among themselves.

Article 14
Except in the circumstances otherwise provided for in the laws and regulations, a shareholder shall have one voting power in respect of each share in his/her/its possession. However, the shares shall have no voting power under any of the circumstances specified in Paragraph 2 of Article 179 of the Company Act.

Article 15
The resolutions of the meeting of shareholders shall be recorded in the minutes, and the minutes shall be signed or sealed by the Chairman of the meeting and shall be distributed to the shareholders within twenty (20) days after the meeting. The meeting minutes may be produced and distributed electronically. The formality regarding the record of the minutes and the safekeeping period of the minutes, the record of attendance and the powers of attorney of proxies shall be in compliance with Article 183 of the Company Act. The distribution of the minutes of shareholders' meeting may be effected by means of a public notice.

Section III Directors and Supervisors

Article 16
The Company shall have 5 to 10 Directors to be elected by the meeting of shareholders among the persons with legal capacity. The term of office for

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Directors(s) shall be three (3) years and they may be eligible for re-election. The corporate shareholder may re-designate its representative who acts as a Director from time to time, but the term of the new representative shall be limited to the remaining term of the predecessors. Among the number of directors mentioned above, the number of independent directors shall not be less than three, and shall not be less than one-fifth of the number of directors.

The election of Directors(s) of the Company adopts the cumulative voting system where the number of votes exercisable in respect of one share shall be the same as the number of Directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two (2) or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a Director elected.

A candidate nomination system specified in Article 192-1 of the Company Act shall be adopted in the election of Directors, and shareholders shall elect Directors from among those listed in the roster of Director candidates. The Company’s Independent and non-Independent Directors shall be elected at the same time, but the number of Independent Directors and non-Independent Directors elected shall be calculated separately. The professional qualifications, shareholding, restrictions on concurrent positions, nomination and election, and other matters to be complied with for Independent Directors shall be handled in accordance with the relevant regulations of the competent authority.

The Company has established an audit committee, which is composed of all independent directors. The audit committee shall adopt an audit committee charter in accordance with the “Regulations Governing the Exercise of Powers by Audit Committees of Public Companies” that includes number and term of office of audit committee members, duties and powers, and rules of procedure for meetings.

Article 17

When the posts of one-third or more of the Directors are vacated, the Board of Directors shall, within sixty (60) days, hold a shareholders meeting to elect Directors to fill the vacancies for the remaining term of their office.

If new Directors cannot be elected before the current term of office of the incumbent Directors expires, unless otherwise provided for in the Company Act, the incumbent Directors shall hold office until their successors have been elected and assumed office.

When an independent director is dismissed for any reason, resulting in a number of directors lower than that required under Article 16-1 of the Company's Articles of Incorporation, a by-election for independent director shall be held at the next following shareholders meeting. When all independent directors have been dismissed, the Board of Directors shall convene a special shareholders meeting to hold a by-election within 60 days from the date on which the situation arose.

Article 18

Unless otherwise required to be determined by the meeting of shareholders in accordance with the Company Act or these Articles of Incorporations of the Company, the implementation of the Company's businesses shall be determined by

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the Board of Directors.

Article 19
The Directors shall constitute the Board of Directors and shall elect one (1) Chairman of the Board from among themselves by a majority at the meeting attended by two-thirds or more of the Directors. The Chairman of the Board shall internally preside the shareholders' meeting and the meeting of the Board of Directors, and externally represent the Company.

Article 20
Unless otherwise provided for in the Company Act, the meeting of the Board of Directors shall be convened by the Chairman of the Board. The proceeding for convening a meeting of the Board of Directors shall be handled in accordance with the Articles 203 and 203-1 of the Company Act. Notices for convening the meetings of the Board of Directors, setting forth the purposes of the meetings, shall be delivered to each Director no later than seven (7) days prior to the meeting. However, in case of emergency, a meeting of the Board of Directors may be convened at any time.

Said notices may, as an alternative, be delivered by electronic transmission.

Article 21
The meeting of the Board of Directors shall be convened and presided over by the Chairman of the Board of Directors of the Company. In case of his absence, the designation /election of the person to preside the meeting shall be handled in accordance with Paragraph 3 of Article 208 of the Company Act.

Article 22
Unless otherwise provided for in the Company Act, resolutions of the meetings of the Board of Directors shall be adopted at the meeting with the concurrence of a majority of the Directors present at the meeting attended by a majority of the Directors.

Article 23
If a Director is unable to attend a meeting of the Board of Directors, he/she may delegate another Director to concurrently attend a meeting of the Board of Directors on his/her behalf by issuing a proxy, stating the scope of authority with reference to the subjects to be discussed at the meeting, but no Director may concurrently act as proxy for more than one other Director. If a meeting of the Board of Directors is preceded in a video conference, the Director who attends the meeting in such method shall be deemed as present at the meeting in person.

Article 24
The resolutions of the meeting of the Board of Directors shall be recorded in the minutes, and the minutes shall be signed or sealed by the chairman of the meeting and shall be distributed to the Directors within twenty (20) days after the meeting. The format of recording the minutes and the duration of keeping the minutes, attending list of Directors and the proxies shall be handled in accordance with Article 207 of the Company Act.

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Article 25
The Company has established an Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act. Matters related to the exercise of powers of the Audit Committee and its members shall be handled in accordance with the Securities and Exchange Act and relevant laws and regulations.

Article 26
The board of directors may establish various functional committees in accordance with laws and regulations or as necessary, and the organizational charter shall be separately formulated by the board of directors.

Article 27
The Company may obtain liability insurance for Directors with respect to liabilities resulting from exercising their duties during their term of office.

Article 28
Remuneration of Directors of the Company shall be determined by the meeting of the Board of Directors and may be paid on the basis of their participation in the operation and the value of their contribution of the Company, and by taking into account the rates generally adopted by other enterprises of the same trade, regardless whether the Company is profitable or not.

Section IV

Managerial Officers

Article 29
The appointment, discharge and remuneration of the managerial officers of the Company shall be decided through resolutions adopted by the majority of Directors at the meeting of the Board of Directors attended by the majority of the Directors of the Company. The managerial officers shall have the right to manage the business affairs of the Company and to sign documents on behalf of the Company, within the authorized scope provided for in the employment agreement. However, the managerial officers shall neither change the resolutions adopted by the Board of Directors nor act beyond the authority granted by the Board of Directors.

Section V

Auditing

Article 30
The fiscal year of the Company shall be from January 1 of each year to December 31 of the same year. After the close of each fiscal year, the following reports shall be prepared by the Board of Directors and delivered to the regular meeting of shareholders for acceptance in accordance with legal procedures:

1) Report on Operations;
2) Financial Reports; and
3) Proposal Concerning Appropriation of Net Profits or Making up Losses.

Article 31
If there is surplus profit in a fiscal year, the Company shall set aside no less than 1% out of the surplus profit as employees' compensation (including no less than 20% out of the employee compensation for adjustment to salary or wage or as compensation for rank-and-file employees) and no more than 1% out of the surplus profit as

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compensation of Directors. However, if the Company has accumulated losses, the Company shall reserve an amount equivalent to such accumulated losses for making-up the losses.

The surplus profit mentioned in the preceding paragraph is the profit before tax in the current year before deducting the compensation of employees (including rank-and-file employees) and Directors.

The employees' (including rank-and-file employees') compensation distributed to employees (including rank-and-file employees) shall be in the form of shares or in cash. The employees of the controlling companies and subordinate companies of the Company meeting certain specific requirements may be entitled to receive employees' (including rank-and-file employees') compensation.

The compensation of Directors shall be in the form of cash only.

A Company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of Directors, have the profit distributable as employees' (including rank-and-file employees') compensation in the form of shares or in cash, and a report of such distribution shall be submitted to the shareholders' meeting.

Article 31-1

Upon the final settlement of accounts, if there is surplus profit, it will be allocated in the following order:

  1. Taxes;
  2. Making up accumulated losses;
  3. Setting aside ten (10) percent of net profit as legal reserve unless the accumulated legal reserve equals to the total paid-in capital of the Company;
  4. Contribution or reversal of special reserve in accordance with relevant laws or regulations or as requested by the competent authority.
  5. The balance plus the accumulated undistributed surplus may be available for distribution as the shareholders' dividends, and the Board of Directors shall formulate a surplus distribution proposal, which shall be submitted to the shareholders' meeting for approval.

The Company's dividend policy is in line with the current and future development plans. Taking into account the investment environment, capital needs, domestic and foreign competition, and the interests of shareholders, no less than 10% of the distributable surplus for the current year will be allocated as shareholders' dividends each year; provided that the Company may decide not to distribute any dividends in special circumstances or where the accumulated distributable surplus is lower than 10% of the paid-in capital. Shareholders' dividends may be distributed in the form of shares or in cash, of which cash dividends shall not be less than 5% of the total dividends.

The Company may, by a resolution adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of Directors, have the profit distributable as cash dividends, and a report of such distribution shall be submitted to the shareholders' meeting.

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Section VI
Supplementary Provisions

Article 32
The organizational regulations and the operational rules of the Company shall be determined by the resolutions in this regard as adopted at the meetings of the Board of Directors.

Article 33
In regard to any and all matters not provided for in these Articles of Incorporation, the provisions set forth in the Company Act and the relevant ordinances and regulations shall govern.

Article 34
These Articles of Incorporation are signed on February 9, 2015. The first amendment was made on April 28, 2015. The second amendment was made on February 3, 2016. The third amendment was made on November 28, 2017. The fourth amendment was made on August 9, 2018. The fifth amendment was made on September 19, 2018. The sixth amendment was made on May 14, 2019. The seventh amendment was made on June 19, 2020. The eighth amendment was made on February 5, 2021. The ninth amendment was made on November 21, 2022. The tenth amendment was made on August 1, 2023. The eleventh amendment was made on January 2, 2024. The twelfth amendment was made on May 29, 2025.

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【Appendix 6】

LINE Pay Taiwan Limited

Rules of Procedures for Shareholders' Meetings (Before Amendment)

Article 1 Except as otherwise provided by law, regulation, or the articles of incorporation of the Company, the rules of procedures for shareholders' meetings of the Company shall be subject to the Rules of Procedures for Shareholders' Meetings (the "Rules").

Article 2 Unless otherwise provided by law or regulation, the shareholders' meetings of the Company shall be convened by the board of directors.

If the Company plans to hold a shareholders' meeting with video conferencing, it shall be specified in the articles of incorporation of the Company and approved by the board of directors. In addition, virtual-only shareholders' meeting shall be convened by the board of directors pursuant to the procedure specified in the Regulations Governing the Administration of Shareholder Services of Public Companies and other applicable laws and regulations.

Changes to how the Company convenes its shareholders' meeting shall be resolved by the board of directors where such resolution shall be made no later than the delivery of the shareholders' meeting notice.

To convene a shareholders' meeting, the Company shall prepare electronic files of the shareholders' meeting notice and proxy forms, and the purpose and explanatory materials relating to all proposals, including proposals for ratification, proposals for discussion, or the election or dismissal of directors, and submit them to the Market Observation Post System (the "MOPS") thirty (30) days before the date of a regular shareholders' meeting or and fifteen (15) days before the date of a special shareholders' meeting. The Company shall prepare electronic files of the shareholders' meeting agenda and supplemental meeting materials and submit them to the MOPS twenty-one (21) days before the date of a regular shareholders' meeting or before fifteen (15) days before the date of a special shareholders' meeting, if, however, the Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or, the total share held by foreign shareholders and P.R.C shareholders reaches 30% or more as recorded in the register of shareholders of the regular shareholders' meeting held in the most current fiscal year, the transmission of the aforesaid electronic files shall be made thirty (30) days before the regular shareholders' meeting. In addition, the Company shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders fifteen (15) days before the date of the shareholders' meeting. The meeting agenda and supplemental meeting materials shall also be displayed at the Company and the underwriter designated thereby.

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The Company shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manners on the date of the shareholders’ meeting:

  1. For physical shareholders’ meeting, to be distributed on-site at the meeting.
  2. For hybrid shareholders’ meeting, to be distributed on-site at the meeting and shared on the video conferencing meeting platform.
  3. For virtual-only shareholders’ meeting, electronic files shall be shared on the video conferencing meeting platform.

The purposes 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, 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, dissolution, merger, or split-up, or any matter under Paragraph 1, Article 185 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 and their primary content shall be set out and explained in the purposes for convening the shareholders’ meeting. None of the above matters may be raised by an extraordinary motion.

Where re-election of all directors as well as their inauguration date are stated in the purposes for convening the shareholders’ meeting, after the completion of the re-election in the said meeting, such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

The shareholder holding one percent (1%) or more of the total number of issued shares of the Company may propose to the Company one (1) proposal for discussion at a regular shareholders’ meeting, provided that only one (1) proposal shall be allowed, otherwise, all the proposals shall not be included in the meeting agenda.

A shareholder may propose a recommendation proposal for urging the Company to promote public interests or fulfil its social responsibilities in accordance with Article 172-1 of the Company Act, however, no more than one (1) of such proposal is allowed, otherwise, all the proposals shall not be included in the meeting agenda.

Prior to the date on which share transfer registration is suspended before the convention of a regular shareholders’ meeting, the Company shall give a public notice announcing the acceptance of shareholders’ proposal submission and the way (in writing or by way of electronic transmission), the place, and the period of such submission, and the period for accepting such proposals shall not be less than ten (10) days.

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The number of words of a proposal proposed by a shareholder shall be limited to no more than three hundred (300) words, otherwise, such proposal shall not be included in the agenda of the shareholders’ meeting. The shareholder proposing the proposal shall attend the regular shareholders’ meeting in person or by proxy and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders’ meeting, the Company 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 proposals proposed by the shareholder in the agenda.

Article 3 For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing a proxy setting forth the scope of authorization delegated where the form of proxy is issued by the Company.

A shareholder may issue only one proxy and appoint only one proxy for any given shareholders’ meeting and shall deliver the proxy to the Company five (5) days before the date of the shareholders’ meeting. When duplicate proxies are delivered, the one received earlier shall prevail unless an explicit statement to revoke the prior proxy is made in the proxy which comes later.

After the service of the power of attorney of a proxy to the Company, if the shareholder issuing the said proxy intends to attend the shareholders’ meeting in person or to exercise his/her/its voting right in writing or by way of electronic transmission, a proxy revocation notice shall be submitted to the Company two (2) days before the date of the shareholders’ meeting, otherwise, the voting right exercised by the authorized proxy at the shareholders’ meeting shall prevail.

After the service of the power of attorney of a proxy to the Company, if the shareholder issuing the said proxy intends to attend the shareholders’ meeting via video conferencing, a proxy revocation notice shall be submitted to the Company two (2) days before the date of the shareholders’ meeting, otherwise, the voting right exercised by the authorized proxy at the shareholders’ meeting shall prevail.

Article 4 The shareholders’ meeting shall be convened at the place where the Company locates or a place easily accessible to shareholders and suitable for convening a shareholders’ meeting. The shareholders’ meeting shall 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 for convening the shareholders’ meeting.

The restrictions on the venue of the shareholders’ meeting set forth in the preceding paragraph shall not apply when a virtual-only shareholders’ meeting is held by the Company.

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Article 5 The Company shall specify in its shareholders’ meeting notices the time during which attendance registrations for shareholders will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes before the shareholders’ meeting commences. The place at which attendance registrations are accepted shall be clearly showed and a sufficient number of suitable personnel assigned to handle the registrations. For shareholders’ meetings with video conferencing, shareholders may begin to register on the video conferencing meeting platform 30 minutes before the shareholders’ meeting commences and the shareholders completing the attendance registration will be deemed as attending the shareholders’ meeting in person.

The shareholders shall attend shareholders’ meetings with attendance cards, sign-in cards, or other certificates of attendance. The Company may not, at its own discretion, require for any other documents supporting or evidencing the certificate of attendance presented by the shareholders. However, solicitors soliciting proxy shall bring identification documents for verification.

The Company shall furnish the attending shareholders with an attendance book to sign in, or, the attending shareholders may hand in a sign-in card in lieu of signing in.

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

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 a shareholders’ meeting as proxy, it may designate only one person to represent it in the shareholders’ meeting.

In the event of a shareholders’ meeting with video conferencing, the shareholder who intends to attend the shareholders’ meeting via video conferencing shall register with the Company two (2) days before the date of the shareholders’ meeting.

In the event of a shareholders’ meeting with video conferencing, the Company shall upload the meeting agenda book, annual report, and other meeting materials to the video conferencing meeting platform at least 30 minutes before the shareholders’ meeting commences and keep the information and materials disclosed until the end of the shareholders’ meeting.

Article 5-1 To convene a shareholders’ meeting with video conferencing, the Company shall include the following particulars in the shareholders’ meeting notice:

  1. How shareholders attend the meeting with video conferencing and exercise their rights.

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  1. Actions to be taken if the video conferencing meeting platform or participation via video conferencing is obstructed due to natural disasters, accidents, or other force majeure events, at least covering the following particulars:

(1) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.

(2) Shareholders who have not registered to attend the affected shareholders’ meeting via video conferencing shall not attend the postponed or resumed session.

(3) In case of a hybrid shareholders’ meeting, when the meeting with video conferencing cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the shareholders’ meeting via video conferencing, meets the quorum for a shareholder meeting, then the shareholders’ meeting shall continue. The shares represented by shareholders attending the shareholders’ meeting via video conferencing shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the shareholders’ meeting via video conferencing shall be deemed abstaining from voting on all proposals of that shareholders’ meeting.

(4) Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.

  1. To convene a virtual-only shareholders’ meeting, appropriate alternative measures available to shareholders with difficulties in attending such shareholders’ meeting shall be specified. Unless otherwise provided in Paragraph 6, Article 44-9 of Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide connection equipment and necessary assistance to shareholders and shall specify the time period that shareholders may apply with the Company for such assistance and other relevant notifications in the notice of shareholders' meeting.

Article 6 The shareholders’ meeting which is convened by the board of directors shall be presided over by the chairman of the board of directors of the Company. In case of his/her absence, the designation/election of the person to preside the meeting shall be handled in accordance with Paragraph 3, Article 208 of the Company Act.

When a managing director or 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 apply for a representative of a juristic person director that serves as chair.

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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 in person and at least one member of each functional committee (if any) attending on behalf of the committee. The attendance of the shareholders' meeting shall be recorded in the meeting minutes.

If the shareholders' meeting is convened by any other person having the right to convene the meeting, the convener shall be the chairman of such meeting; provided, however, that if there are two (2) or more persons having the right to convene the meeting, the chairman of the meeting shall be elected from among themselves.

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

Article 7 The Company, 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 audio and video materials set forth in the preceding paragraph shall be retained for at least one (1) year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the said materials shall be retained until the conclusion of the litigation.

Where a shareholders' meeting with video conferencing is held, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast, and results of votes counted by the Company, and make audio and video record, without interruption, of the proceedings of the meeting with video conferencing from the beginning to the end.

The information and audio and video record set forth in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the meeting with video conferencing.

In case of a shareholders' meeting with video conferencing, the Company is advised to make audio and video record of the back-end operation interface of the video conferencing meeting platform.

Article 8 The 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 in the attendance book and sign-in cards handed in and the shares checked in on the video conferencing meeting platform, plus the number of shares whose voting rights are exercised in writing or by way of electronic transmission.

The chair shall call the meeting to order at the scheduled meeting time and disclose information concerning the number of non-voting shares and number of shares represented by shareholders attending the meeting.

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Notwithstanding the foregoing, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement. The postponement shall not be made more than twice and the total postponement shall be no more than one hour. 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 chair shall declare the meeting adjourned. In the event of a shareholders' meeting with video conferencing, the Company shall also declare the meeting adjourned on the video conferencing meeting platform.

If the quorum is not met after two postponements as referred to in the preceding paragraph, yet the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1, Article 175 of the Company Act. A notice of such tentative resolution shall be given to each of the shareholders, and a shareholders' meeting shall be reconvened within one (1) month. In the event of a shareholders' meeting with video conferencing, shareholders intending to attend the meeting via video conferencing shall re-register to the Company in accordance with Article 5 of the Rules.

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

Article 9 If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, unless otherwise altered by a resolution of the shareholders' meeting.

The preceding paragraph shall apply mutatis mutandis to a shareholders' meeting convened by any person, other than the board of directors, who has the right to convene the meeting.

The chair may not declare the meeting adjourned prior to the completion of deliberation on the meeting agenda set forth in the preceding two paragraphs (including extraordinary motions), unless otherwise resolved by the shareholders' meeting to adjourn the meeting. If the chair violates the Rules and declares the meeting adjourned, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair by a majority of the voting rights represented by the attending shareholders in accordance with statutory procedures, and then continue to proceed the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

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

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

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates this Article or exceeds the scope of the proposal, the chair 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 chair and the shareholder that has the floor; the chair shall stop any violation thereof.

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.

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

Where a shareholders' meeting with video conferencing is convened, shareholders attending via video conferencing may raise questions in writing on the video conferencing meeting platform during the period from the chair's call for the meeting to order until the chair declares the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words and Paragraphs 1 to 5 of this Article shall not apply.

As long as questions so raised in accordance with the preceding paragraph are not in violation of this Article or exceed the scope of a proposal, it is advisable the questions be disclosed to the public on the video conferencing meeting platform.

Article 11 Voting at a shareholders' meeting shall be calculated based on the number of shares.

With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

A shareholder who has a personal interest with respect to the matters in the shareholders' meeting, which may impair the interest of the Company, shall not vote nor exercise the voting right on behalf of other shareholders.

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The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

Except for trust enterprises or underwriters approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting rights represented by him/her shall not exceed 3% of the total number of voting rights of the issued shares, otherwise, the excessive voting rights shall not be counted.

Article 12 A shareholder shall be entitled to one vote for each share held, except for restricted shares or non-voting shares under Paragraph 2, Article 179 of the Company Act.

The Company whose shareholders may exercise their voting rights in writing or by way of electronic transmission in a shareholders’ meeting shall describe in the shareholders’ meeting notice the method of exercising their voting rights. The shareholders exercising their voting rights in writing or by way of electronic transmission in a shareholders’ meeting shall be deemed as attending the shareholders’ meeting in person, however, these shareholders shall be deemed abstaining from voting on the extraordinary motions and amendments to the original proposals of that shareholders’ meeting.

In case a shareholder desires to exercise voting rights in writing or by way of electronic transmission as described in the preceding paragraph, the shareholder’s declaration of intention shall be served to the Company two (2) days prior to the date of the shareholders’ meeting. When duplicate declaration of intention are delivered, the one received earlier shall prevail, unless an explicit statement to revoke the prior declaration is made in the declaration of intention which comes later.

After a shareholder has exercised voting rights in writing or by way of electronic transmission, in the event that the shareholder intends to attend the shareholders’ meeting in person or via video conferencing, a declaration of intention to revoke the prior intention to exercise voting rights as described in the preceding paragraph shall be submitted to the Company two (2) days before the date of the shareholders’ meeting by the same means by which the voting rights were exercised, otherwise, the voting rights exercised in writing or by way of electronic transmission shall prevail. When a shareholder exercises voting rights in writing or by way of electronic transmission and appoints a proxy to attend the 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 articles of incorporation of the Company, the resolution of a proposal shall require a majority of the votes held by the shareholders attending the meeting. 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 the meeting is held, the results of voting for, against, and abstention for each proposal shall be entered into the MOPS.

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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 resolved, the other proposals will then be deemed rejected, and no further voting shall be required.

The monitoring and counting personnel for the voting on the proposal shall be appointed by the chair, provided that all monitoring personnel shall be the shareholder of the Company.

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

When the Company convenes a shareholders’ meeting with video conferencing, the shareholder attending the meeting via video conferencing shall, after the chair calls the meeting to order and before the chair announces the voting session ends, cast votes on proposals and elections on the video conferencing meeting platform, otherwise, the shareholder shall be deemed abstaining from voting.

In the event of a shareholders’ meeting with video conferencing, votes shall be counted after the chair announces the voting session ends, and the results of votes and elections shall be announced thereafter.

When the Company convenes a hybrid shareholders’ meeting, if shareholders who have registered to attend the meeting via video conferencing in accordance with Article 5 of the Rules decide to attend the physical shareholders’ meeting in person, a revocation of such registration shall be made two (2) days before the date of the shareholders’ meeting by the same means by which the registration was made, otherwise, the shareholder may only attend the meeting via video conferencing.

When shareholders exercised voting rights in writing or by way of electronic transmission without making any declaration of revocation and attended the shareholders’ meeting via video conferencing, such shareholders shall not exercise voting rights on the original proposals or propose any amendments to the original proposals or exercise voting rights on amendments to the original proposal, except for extraordinary motions.

Article 13 The election of directors at a shareholders’ meeting shall be proceeded in accordance with the applicable election rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes they received, and the names of directors not elected and number of votes they received.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signature of the vote-monitoring personnel and kept in proper custody for at least one (1)

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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 14 The resolutions of the meeting of shareholders shall be recorded in the minutes, and the minutes shall be signed or sealed by the Chairman of the meeting and shall be distributed to the shareholders within twenty (20) days after the meeting. The meeting minutes may be produced and distributed electronically.

The Company may distribute the meeting minutes referred to in the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, date, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights) and disclose the number of voting rights received by each candidate in the event of an election of directors. The meeting minutes shall be retained for the duration of the existence of the Company.

Where a shareholders' meeting with video conferencing is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders' meeting, how the meeting is convened, the chair's and minutes taker's names, and actions to be taken in the event of disruption to the video conferencing meeting platform or participation in the meeting via video conferencing due to natural disasters, accidents, or other force majeure events, and how the disruption are dealt with shall also be included in the minutes.

When the Company convenes a virtual-only shareholders' meeting, in addition to the requirements set forth in the preceding paragraph, the Company shall specify in the meeting minutes the alternative measures available to shareholders with difficulties in attending such meeting.

Article 15 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, the number of shares represented by proxies, and the number of shares represented by shareholders attending the meeting in writing or by way of electronic transmission and shall make an express disclosure of the same at the place of the shareholders' meeting. In the event of a shareholders' meeting with video conferencing, the Company shall upload the above materials to the video conferencing meeting platform at least 30 minutes before the meeting commences, and keep this information disclosed until the end of the meeting.

In the event of a shareholders' meeting with video conferencing convened by the Company and the meeting is called to order, the total number of shares represented by the shareholders attending the meeting shall be disclosed on the video conferencing meeting platform. The same shall apply whenever the total number of shares represented by the

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shareholders attending the meeting and the tally of number of voting rights are calculated during the meeting.

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

Article 16 The personnel handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands.

The chair may direct the monitors or security personnel to help maintain order at the meeting place. When monitors or security personnel help maintain order at the meeting place, they shall wear an identification card or arm band bearing the word “Monitor”.

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 chair may prevent the shareholder from doing so.

When a shareholder violates the Rules and defies the chair's correction, obstruct the proceedings of the meeting and refuse to heed the call of stop, the chair may direct the monitors or security personnel to escort the shareholder from the meeting.

Article 17 When a shareholders’ meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspend and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been concluded, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 18 In the event of a shareholders’ meeting with video conferencing, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the video conferencing meeting platform, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.

Article 19 When the Company convenes a virtual-only shareholders’ meeting, both the chair and the minutes taker shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.

Article 20 In the event of a shareholders’ meeting with video conferencing, the Company may offer a simple connection test to the shareholders prior to the meeting and provide relevant real-

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time services before and during the meeting to help resolve technical communication issues.

In the event of a shareholders’ meeting with video conferencing, when calling the meeting to order, the chair shall declare that, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Paragraph 4, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the video conferencing meeting platform or participation with video conferencing is obstructed due to natural disasters, accidents, or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for thirty (30) minutes or more, the meeting shall be postponed to or resumed on another date within five (5) days, in which case Article 182 of the Company Act shall not apply.

For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders’ meeting via video conferencing shall not attend the postponed or resumed session.

For a meeting to be postponed or resumed under the second paragraph of this Article, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders’ meeting via video conferencing and have successfully signed in the meeting but do not attend the postponed or resumed session, at the affected shareholders’ meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

During a postponed or resumed session of a shareholders’ meeting held under the second paragraph of this Article, no further discussion or resolution is required for proposals for which votes have been cast and counted and results or list of elected directors have been announced.

When the Company convenes a hybrid shareholders’ meeting, and the meeting cannot continue as described in the second paragraph of this Article, if the total number of shares represented by the shareholders attending the meeting, after deducting those represented by shareholders attending the shareholders’ meeting via video conferencing, still meets the quorum for a shareholder meeting, then the shareholders’ meeting shall continue to proceed, and no postponement or resumption thereof under the second paragraph of this Article is required.

Under the circumstances where a meeting should continue as described in the preceding paragraph, the shares represented by shareholders attending the meeting via video conferencing shall be counted towards the total number of shares represented by shareholders attending the meeting, however, these shareholders shall be deemed abstaining from voting on all proposals of that shareholders’ meeting.

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For a meeting to be postponed or resumed as described in the second paragraph of this Article, the Company shall handle the preparatory work based on the date of the original shareholders’ meeting and meet all the requirements listed under Paragraph 7, Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

For dates or period set forth under the latter half of Article 12 and Paragraph 3, Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies and Paragraph 2, Article 44-5, Article 44-15, and Paragraph 1, Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders’ meeting that is postponed or resumed under the second paragraph of this Article.

Article 21 When convening a virtual-only shareholders’ meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending such meeting. Unless otherwise provided in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall at least provide connection equipment and necessary assistance to the shareholders and shall specify the time period that shareholders may apply with the Company for such assistance and other relevant notifications in the shareholders’ meeting notice.

Article 22 The Rules, and any amendments made hereto, shall be implemented after being approved by the board of directors and shareholders’ meeting. The Rules are enacted on September 28, 2018. The first amendment is made on June 28, 2023. The second amendment is made on January 2, 2024.

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【Appendix 7】

LINE Pay Taiwan Limited

Procedures for Acquiring or Disposing of Assets (Before Amendment)

Article 1: Purpose

To safeguard assets and implement information disclosure, the Procedures are hereby established. Any acquisition or disposal of assets by the Company shall be handled in accordance with the provisions of the Procedures. Any matters not covered in the Procedures shall be handled in compliance with relevant laws and regulations.

Article 2: Legal Basis

The Procedures are adopted pursuant to Article 36-1 of the Securities and Exchange Act (hereinafter referred to as "the Act") and relevant regulations set forth by the Financial Supervisory Commission.

Article 3: Scope of Assets

  1. Long- and short-term investments in securities (including stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities).
  2. Real property and equipment.
  3. Memberships.
  4. Patents, copyrights, trademarks, franchise rights, and other intangible assets.
  5. Right-of-use assets.
  6. Claims of financial institutions (including trade receivables, bills purchased and discounted, loans, and overdue receivables).
  7. Derivatives.
  8. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with the law.
  9. Other major assets.

Article 4: Definition of Terms

  1. The term "derivatives" as used in the Procedures refers to forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variables; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts.

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  1. The term “assets acquired or disposed of through mergers, demergers, acquisitions, or transfer of shares in accordance with the law” as used in the Procedures refers to assets acquired or disposed of through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, the Financial Holding Company Act, the Financial Institutions Merger Act and other acts, or transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter “transfer of shares”) under Article 156-3 of the Company Act.

  2. The term “related parties” as used in the Procedures refers to those specified in relevant bulletins or interpretations issued by the Financial Supervisory Commission (hereinafter referred to as the FSC) and the Accounting Research and Development Foundation in Taiwan (hereinafter referred to as the ARDF).

  3. The term “subsidiaries” as used in the Procedures refers to those specified in relevant bulletins and interpretations issued by the FSC and the ARDF; the term “affiliated companies” in the Procedures refers to a collective term for the parent company and all of its subsidiaries.

  4. The term “professional appraiser” as used in the Procedures refers to a real property appraiser or other person duly authorized by the law to engage in the value appraisal of real property and other fixed assets.

  5. The term “date of occurrence” as used in the Procedures refers to, in principle, the date of contract signing, date of payment, date of consignment trade, date of transfer, date of resolution by the Boards of Directors, or any other date that can confirm the counterparty and monetary amount of the transaction (whichever date is earlier). Provided, for investments for which approval of the competent authority is required, the earlier of the above dates or the date of receipt of approval by the competent authority shall apply.

  6. The term “mainland China area investments” as used in the Procedures refers to investments in the mainland China area approved by Investment Commission of Ministry of Economic Affairs or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area.

  7. The term “within one year” as used in the Procedures refers to one year preceding the date of occurrence of the current acquisition or disposition of assets. Items that are already in announcements need not be counted toward the transaction amount.

  8. The term “most recent financial statements” as used in the Procedures refers to the financial statements that the Company has publicly disclosed according to the law and that have been audited or reviewed by the certified public accountants prior to the acquisition or disposal of an asset. Any terms not defined in the Procedures shall be governed by the provisions of the “Regulations Governing the Acquisition and Disposal

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of Assets by Public Companies” adopted by the securities competent authority.

Article 5: Investments in Non-operating Real Property or Its Right-of-Use Assets, and the Limits on Securities Not Belonging to Affiliated Companies

The respective limits for the Company and its subsidiaries in acquiring the above-mentioned assets are set as follows:

  1. The total amount of non-operating real property or its right-of-use assets purchased by the Company may not exceed 50% of the Company’s net worth; for each subsidiary of the Company, the total amount of non-operating real property or its right-of-use assets purchased by a subsidiary may not exceed 50% of the subsidiary’s net worth.
  2. The total amount of securities investments in companies not belonging to the affiliated companies of the Company may not exceed 100% of the Company’s net worth; for each subsidiary of the Company, the total amount of securities investments in companies not belonging to the affiliated companies of the subsidiary may not exceed 100% of the subsidiary’s net worth.
  3. The amount of investments in individual securities of companies not belonging to the affiliated companies of the Company may not exceed 50% of the Company’s net worth; for each subsidiary of the Company, the amount of investments in individual securities of companies not belonging to the affiliated companies of the subsidiary may not exceed 50% of the subsidiary’s net worth.

Article 6: Professional Appraisers and Their Appraisal Officers, Certified Public Accountants, Attorneys, and Securities Underwriters that Provide the Company with Appraisal Reports, Certified Public Accountant’s Opinions, Attorney’s Opinions, or Underwriter’s Opinions Shall Meet the Following Requirements

  1. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of the Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.
  2. May not be a related party or de facto related party of any party to the transaction.
  3. If the Company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.

When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the self-regulatory rules of the industry associations to which they belong and with the following provisions:

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  1. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence.

  2. When processing a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related execution procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.

  3. They shall undertake an item-by-item evaluation of the appropriateness and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion.

  4. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is appropriate, reasonable, and accurate, and that they have complied with applicable laws and regulations.

Article 7: Procedures for Acquiring or Disposing of Real Property, Equipment, or Their Right-of-Use Assets

  1. Evaluation and operational procedures

The Company’s acquisition or disposal of real property, equipment, or their right-of-use assets shall be handled in accordance with the property, plant and equipment cycle of the Company’s internal control system.

  1. Procedures for determining transaction terms and authorized limits

(1). For the acquisition or disposal of real property or its right-of-use assets, the transaction terms and prices shall be determined based on the publicly announced current value, appraised value, actual transaction prices of nearby properties, among others. An analysis report shall be prepared and submitted to the chairman, who is authorized by the Board to approve and proceed with the transaction within a certain limit. The transaction shall be reported to the Board for ratification afterward; For transactions exceeding the specified limit, prior approval from the Board is required before procession.

(2). For the acquisition or disposal of equipment or its right-of-use assets, the transaction shall be conducted through methods such as price inquiries, price comparisons, price negotiations, bidding, or other means. The chairman is authorized by the Board to approve and proceed with the transaction within a certain limit; For transactions exceeding the specified limit, prior approval from the CEO and subsequently the Board shall be obtained before procession.

(3). If the Company has established the independent director system, when the proposal of the acquisition or disposal of assets is submitted for discussion by the Board of Directors according to the provisions in the preceding paragraph, if any independent director expresses dissent or reservation, such opinions shall be

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recorded in the board meeting minutes.

  1. Execution unit

When the Company acquires or disposes of real property, its right-of-use assets, or other fixed assets, the transaction shall be executed by the using unit and the management unit following approval according to the approval authorization specified in the preceding paragraph.

  1. Appraisal reports for real property, equipment, or their right-of-use assets

In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the Company’s paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of machinery, equipment, or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:

(1). Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors; the same procedure shall also be followed whenever there is any subsequent change to the transaction terms.

(2). Where the transaction amount of a single transaction is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.

(3). Where any one of the following circumstances applies with respect to the professional appraiser’s appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:

  1. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount.

  2. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.

(4). No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date. Provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.

(5). Where the Company acquires or disposes of assets through court auction

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procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.

(6). The calculation of the transaction amounts referred to in the preceding paragraphs shall be done in accordance with Article 14, Paragraph 1, Subparagraph 4 herein, and “within one year” as used herein refers to one year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA’s opinion has been obtained need not be counted toward the transaction amount.

Article 8: Procedures for Acquiring or Disposing of Securities Investments

  1. Evaluation and operational procedures

The Company’s acquisition or disposal of securities shall be handled in accordance with the investment cycle of the Company’s internal control system.

  1. Procedures for determining transaction terms and authorized limits

(1). For the purchase or sale of securities conducted on a centralized exchange market or an over-the-counter market, the price shall be determined based on the market price of the securities. Transactions with an amount per transaction or per day below a specified limit are authorized to be handled by the chairman. Transactions exceeding the specified limit shall be submitted and approved by the Board of Directors before procession.

(2). For the purchase or sale of securities not conducted on a centralized exchange market or an over-the-counter market, the price shall be negotiated with reference to the net worth per share, profitability, future development potentials, and the market price for the period. Transactions with an amount per transaction or per day below a specified limit are authorized to be handled by the chairman. Transactions exceeding the specified limit shall be submitted and approved by the Board of Directors before procession.

(3). As provided in Article 7, Paragraph 2, Subparagraph 3, when the transaction of the acquisition or disposal of assets is submitted to the Board of Directors for discussion according to the preceding paragraph, if any independent director expresses dissent or reservation, such opinions shall be recorded in the board meeting minutes. Participation in the initial subscription of shares during the establishment of a subsidiary shall be handled in accordance with relevant laws and regulations, as well as the Company’s relevant levels of approval authority and operational regulations. Subsequent acquisitions or disposals of the subsidiary’s securities shall be handled in accordance with the provisions of (1) and (2) above.

  1. Execution unit

When the Company invests in securities, the investments shall be submitted for

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approval following the levels of approval authority under the preceding paragraph and executed by the finance manager.

  1. Obtaining expert opinions

Regarding the Company's acquisition or disposal of securities, prior to the date of occurrence of the event, it shall obtain financial statements of the issuing company for the most recent period, compiled according to the law, and audited or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the Company's paid-in capital or NT$300 million or more, the Company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to securities with publicly quoted prices in an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (hereinafter referred to as the FSC) of the Executive Yuan.

  1. The calculation of the transaction amount referred to in the preceding paragraph shall be done in accordance with Article 14 herein, and "within one year" as used herein refers to one year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.

Article 9: Procedures for Handling Related Party Transactions

  1. When the Company engages in any acquisition or disposal of assets from a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised, if the transaction amount reaches 10 percent or more of the Company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of Article 6. The calculation of the transaction amount shall be made in accordance with Article 14 herein, and the term "within one year" refers to one year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion need not be counted toward the transaction amount. Additionally, when judging whether a transaction counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.

  2. Evaluation and operational procedures

When the Company intends to acquire or dispose of real property or right-of-use assets thereof from a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of the Company's paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, the Company may not

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proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Audit Committee and resolved by the Board of Directors:

(1). The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.

(2). The reason for choosing the related party as a transaction counterparty.

(3). With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Paragraph 3, Subparagraphs 1 and 4 of this article.

(4). The date and price at which the related party originally acquired the real property, the original transaction counterparty, and that transaction counterparty's relationship to the Company and the related party.

(5). Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.

(6). An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article.

(7). Restrictive covenants and other important stipulations associated with the transaction.

Regarding matters under the preceding paragraphs, if the approval of one-half or more of all Audit Committee members is not obtained, they may be implemented if approved by two-thirds or more of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting.

If the Company has established the independent director system, when the proposal is submitted for discussion by the Board of Directors according to the law, if any independent director expresses dissent or reservation, such opinions shall be recorded in the board meeting minutes.

The calculation of the transaction amounts referred to in the preceding paragraphs shall be done in accordance with Article 14, Paragraph 1, Subparagraph 4 herein, and "within one year" as used herein refers to one year preceding the date of occurrence of the current transaction. Items for which the proposal has been submitted and approved by the Board of Directors need not be counted toward the transaction amount.

For the following transactions by the Company with its parent company or subsidiaries, or between subsidiaries in which the Company directly or indirectly holds $100\%$ of the issued shares or total capital, the Board of Directors may authorize the chairman to approve and proceed within a specified limit in advance, with the

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proposals submitted to the next Board of Directors meeting for ratification afterwards:

(1). Acquisition or disposal of equipment or right-of-use assets thereof held for business use.

(2). Acquisition or disposal of real property right-of-use assets held for business use.

If the Company or a subsidiary thereof that is not a domestic public company intends to acquire or dispose of real property or right-of-use assets thereof and the transaction amount reaches 10 percent or more of the Company’s total assets, the Company shall submit the materials listed in all the subparagraphs above to the shareholders’ meeting for approval before the transaction contract may be entered into and any payment made.

  1. Evaluation of the reasonableness of transaction costs

(1). In acquiring real property or right-of-use assets thereof from a related party, the Company shall evaluate the reasonableness of the transaction costs by the following means:

  1. Based upon the related party’s transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. “Necessary interest on funding” is imputed as the weighted average interest rate on borrowing in the year the company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.

  2. Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution’s appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the transaction counterparties.

(2). Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph.

(3). In acquiring real property or right-of-use assets thereof from a related party and appraising the cost of the real property or right-of-use assets thereof in accordance with Paragraph 3, Subparagraphs 1 and 2 of this article, the Company shall also engage a CPA to check the appraisal and render a specific opinion.

(4). In acquiring real property or right-of-use assets thereof from a related party, when the results of the Company’s appraisal conducted in accordance with Paragraph 3

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of this article are uniformly lower than the transaction price, the matter shall be handled in compliance with Paragraph 3, Subparagraph 5 of this article. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property or right-of-use asset appraiser and a CPA have been obtained, this restriction shall not apply:

  1. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions:

(1) Where undeveloped land is appraised in accordance with the means in the preceding article, and structures according to the related party’s construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The “reasonable construction profit” shall be deemed the average gross operating profit margin of the related party’s construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower.

(2) Completed transactions by unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard market sale of property or right-of-use assets thereof or leasing practices.

  1. Where the Company purchasing real property or right-of-use assets thereof from a related party provides evidence that the terms of the transaction are similar to the terms of completed transactions involving neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions involving neighboring or closely valued parcels of land as previously mentioned in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transactions involving similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year as previously mentioned refers to one year preceding the date of occurrence of the acquisition of the real property or obtainment of the right-of-use assets thereof.

(5). Where the Company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with Paragraph

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3 of this article are uniformly lower than the transaction price, the following steps shall be taken:

  1. A special reserve shall be set aside by the Company in accordance with Article 41, Paragraph 1 of the Securities and Exchange Act against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share of the Company’s equity stake in the other company.

  2. Independent directors shall comply with Article 218 of the Company Act.

  3. Actions taken pursuant to of Paragraph 3, Subparagraph 5, Items 1 and 2 of this article shall be reported to a shareholders’ meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.

(6). Where the Company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with Paragraph 3, Subparagraphs 1, 2, and 3 of this article regarding the evaluation and relevant operational procedures, and Paragraph 3, Subparagraphs 1, 2, and 3 of this article regarding the reasonableness of transaction costs do not apply:

  1. The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift.

  2. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction.

  3. The real property or right-of-use assets thereof are acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company’s own land or on rented land.

  4. The real property right-of-use assets held for business use are acquired by the Company with its parent company or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.

(7). When the Company obtains real property or right-of-use assets thereof from a related party, it shall also comply with the Paragraph 3, Subparagraph 5 of this article if there is other evidence indicating that the acquisition was not an arm’s length transaction.

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(8). In reporting or announcing the purchase of real property or right-of-use assets thereof from a related party, the Company shall prepare monthly cash flow forecasts for a period of one year commencing from the expected contract signing month. Additionally, the necessity of the transaction and the reasonableness of the utilization of funds shall be evaluated. The transaction may proceed only after approval by the Board of Directors and shall be reported at the next shareholders' meeting. If the transaction amount meets the thresholds specified in Article 14 of the Procedures, an announcement shall also be made.

(9). When the transaction of the acquisition or disposal of assets is submitted to the Board of Directors for discussion according to the preceding paragraph, if any independent director expresses dissent or reservation, such opinions shall be recorded in the board meeting minutes.

Article 10: Procedures for Acquiring or Disposing of Intangible Assets, Right-of-Use Thereof, or Memberships

Where the Company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of the Company's paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. The calculation of the transaction amounts as used herein shall be done in accordance with Article 14 herein, and "within the preceding year" as used herein refers to one year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.

Article 11: Procedures for Acquiring or Disposing of Claims of Financial Institutions

In principle, the Company does not engage in transactions involving the acquisition or disposal of claims of financial institutions. Subsequently, if the Company wishes to engage in such transactions, the proposal will be submitted to the Board of Directors for approval, after which the evaluation and relevant operational procedures will be established.

Article 12: Procedures for Acquiring and Disposing of Derivatives

The Company's investment policy prohibits engaging in derivative financial instruments.

Article 13: Procedures for Handling Mergers, Demergers, Acquisitions, or Transfer of Shares

  1. Evaluation and operational procedures

(1). In conducting a merger, demerger, acquisition, or transfer of shares, prior to a Board of Directors meeting to resolve on the matter, the Company shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the

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share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit the proposal to the Board of Directors for discussion and resolution.

(2). In participating in a merger, demerger, acquisition, or transfer of shares, the Company shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders' meeting and include it along with the expert opinion referred to in the preceding paragraph when sending shareholders' notification of the shareholders' meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts the Company from convening a shareholders' meeting to approve the merger, demerger, or acquisition, this restriction shall not apply. Additionally, where the shareholders' meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restrictions, or the proposal is rejected by the shareholders' meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders' meeting.

  1. Other matters to pay attention to

(1). Board meeting date: Unless otherwise provided or pre-approved by the competent authority in cases of special circumstances, in participating in mergers, demergers, or acquisitions, the Company shall convene the board and shareholders' meetings on the same date to resolve matters related to the merger, demerger, or acquisition. For companies participating in transfers of shares, unless otherwise provided or pre-approved by the competent authority in cases of special circumstances, a board meeting shall be held on the same date.

(2). Pre-event undertaking of confidentiality: Every person participating in or privy to the plan for merger, demerger, acquisition, or transfer of shares shall issue a written undertaking of confidentiality and may not disclose the content of the plan prior to public disclosure of the information and may not trade, in their own name or under the name of another person, in any stock or other equity security of any company related to the plan for merger, demerger, acquisition, or transfer of shares.

(3). In principle, the share exchange ratio or acquisition price may not be arbitrarily altered, except for conditions specified in the contract and publicly disclosed. The conditions under which the share exchange ratio or acquisition price may be adjusted are as follows:

  1. Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with

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warrants, stock warrants, or other equity based securities.

  1. An action, such as a disposal of major assets, that affects the Company’s finances and businesses.

  2. An event, such as a major disaster or major change in technology, that affects the rights and interests of the Company’s shareholders or securities prices.

  3. An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.

  4. An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.

  5. Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.

(4). In addition to complying with Article 317-1 of the Company Act and Article 22 of the Business Mergers and Acquisitions Act, the contracts for mergers, demergers, acquisitions, or share transfers shall include the following matters:

  1. Rights and obligations of participating companies.

  2. Handling of breach of contract.

  3. Principles for the handling of equity-type securities previously issued or treasury stock previously bought back by any company that is extinguished in a merger or that is demerged.

  4. The amount of treasury stock participating companies are permitted under law to buy back after the record date of calculation of the share exchange ratio, and the principles for handling thereof.

  5. The manner of handling changes in the number of participating entities or companies.

  6. Preliminary progress schedule for plan execution, and anticipated completion date.

  7. Scheduled date for convening the legally mandated shareholders’ meeting if the plan exceeds the deadline without completion, and relevant procedures.

(5). After public disclosure of the information, if any company participating in the merger, demerger, acquisition, or share transfer intends further to carry out a merger, demerger, acquisition, or share transfer with another company, all of the participating companies shall carry out anew the procedures or legal actions that had originally been completed toward the merger, demerger, acquisition, or share transfer; except that where the number of participating companies is decreased and a participating company’s shareholders meeting has adopted a resolution authorizing the board of directors to alter the limits of authority, such participating company may be exempted from calling another shareholders meeting to resolve on the matter anew.

(6). Where any of the companies participating in a merger, demerger, acquisition, or transfer of shares is not a public company, the Company shall sign an agreement with

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the non-public company whereby the latter is required to abide by the provisions of Paragraph 2, Subparagraphs 1, 2, and 5 of this article.

Article 14: Procedures of Public Disclosure of Information

  1. Unless otherwise provided, under any of the following circumstances, in acquiring or disposing of assets, the Company shall publicly announce and report relevant information in the appropriate format as prescribed by regulations within 2 days counting inclusively from the date of occurrence of the event:

(1). Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of the Company’s paid-in capital, 10 percent or more of its total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements.

(2). Merger, demerger, acquisition, or transfer of shares.

(3). Transactions of assets other than those under the preceding three paragraphs, as well as the disposal of claims of financial institutions, where the transaction amount reaches 20% of the Company’s paid-in capital or NT$300 million or more. However, exemptions are listed as follows:

  1. Trading of domestic government bonds.
  2. Trading of securities at overseas stock exchanges or over-the-counter markets conducted by professional investment entities.
  3. Bonds under repurchase and resale agreements.
  4. Acquisition or disposal of assets that are machinery or equipment held for business use, where the transaction counterparty is not a related party, and the transaction amount does not exceed NT$500 million.
  5. Where real property or right-of-use assets thereof are acquired under an arrangement on engaging others to build on the Company’s own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, with the transaction counterparty being a non-related party, and the transaction amount the Company expects to invest in the transaction does not exceed NT$500 million.

(4). The transaction amount referred to in Paragraph 4 shall be calculated as follows, and the term “within one year” as used herein refers to one year preceding the date of occurrence of the current transaction. Items that are already in announcements need not be counted toward the transaction amount.

  1. The transaction amount per transaction.
  2. The cumulative transaction amount of acquisitions and disposals of the same

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type of underlying asset with the same transaction counterparty within one year.

  1. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within one year.

  2. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within one year.

(5). Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with Paragraph 1 of this article, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event:

  1. Change, termination, or rescission of a contract signed in regard to the original transaction.

  2. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.

  3. Change to the originally publicly announced and reported information.

  4. Procedures for announcements and reports

(1). The Company shall announce and report relevant information in the format prescribed by the competent authority on the website designated by the competent authority.

(2). The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the Company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the competent authority by the 10th day of each month.

(3). When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety.

(4). In acquiring or disposing of assets, the Company shall keep all relevant contracts, meeting minutes, memorandum books, appraisal reports and CPA's, attorney's, and securities underwriter's opinions at the Company, where they shall be retained for 5 years except where another act provides otherwise.

Article 15: Procedures for Controlling the Acquisition or Disposal of Assets by Subsidiaries

  1. Regarding the acquisition and disposal of assets by subsidiaries in which the Company has invested, the subsidiary shall establish "Procedures for Acquiring or Disposing of Assets" as required by the law. The procedures, and any amendments hereto, shall be implemented after resolution by the subsidiary's Board of Directors.

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  1. For subsidiaries in which the Company has invested and which are not public companies, if their acquisition or disposal of assets meets the thresholds for announcements and reports, the Company shall handle the announcements, reports, and submissions of copies on behalf of the subsidiaries. Regarding the thresholds for announcements and reports on behalf of the subsidiaries, the description “the transaction amount reaches 20% of the Company’s paid-in capital or 10% of its total assets,” as used herein, shall be based on the paid-in capital of the Company.

  2. The Company’s procedures for controlling the acquisition or disposal of assets by subsidiaries shall be handled in accordance with the Company’s “Internal Control System,” “Supervision and Management of Subsidiaries,” and other relevant laws and regulations.

Article 16: Penalties

Employees of the Company responsible for handling procedures for acquiring or disposing of assets who violate the Procedures or relevant laws and regulations shall be reported during performance evaluation in accordance with the Company’s personnel policies, with penalties imposed based on the severity of the violation.

Article 17: Supplementary Provisions

Any matter not covered in the Procedures shall be handled in accordance with relevant laws and regulations. If the competent authority amends the procedures for acquiring or disposing of assets stipulated in the directives it originally issued, the Company shall comply with the provisions of the new directives.

Article 18: Implementation and Amendments

The Procedures, and any amendments hereto, shall be implemented after approval by the Audit Committee, resolution by the Board of Directors, and report at a shareholders’ meeting. If the approval of one-half or more of all Audit Committee members is not obtained, the Procedures may be implemented if approved by two-thirds or more of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting. Where any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the dissenting opinion to the Audit Committee and for discussion by the shareholders’ meeting. The Procedures are enacted on January 16, 2023. The first amendments are made on October 17, 2023. The second amendments are made on January 2, 2024.

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【Appendix 8】

LINE Pay Taiwan Limited
Procedures for Election of Directors

Article 1:
Except as otherwise provided by laws and regulations or by the Company's articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.

Article 2:
The overall composition of the board of directors shall be taken into consideration in the election of the Company'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 operation, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:

  1. Basic requirements and values: Gender, age, nationality, and culture.
  2. Professional knowledge and skills: Professional background (e.g., law, accounting, industry, finance, marketing, or 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:

  1. Operation judgment ability.
  2. Accounting and financial analysis ability.
  3. Business management ability.
  4. Crisis management ability.
  5. Knowledge of the industry.
  6. International market perspective.
  7. Leadership ability.
  8. Decision-making ability.

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

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

Article 3:
(Deleted)

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Article 4:

The qualifications for the independent directors shall 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 the Company shall comply with Articles 5, 6, 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/TPEx Listed Companies.

Article 5:

The elections of directors shall adopt the candidate nomination system and procedures in accordance with Article 192-1 of the Company Act.

When the number of directors that are removed from their office falls below five, the Company shall hold an election to fill the vacancies for the remaining term of their office at the next shareholders meeting. When the posts of one-third or more of the directors are vacated, the Company shall, within sixty (60) days, hold a shareholders meeting to elect directors to fill the vacancies for the remaining term of their office.

When the number of independent directors falls below the number required under the proviso of Paragraph 1, Article 14-2 of the Securities and Exchange Act, an election shall be held at the next shareholders meeting to fill the vacancies for the remaining term of their office; when all the independent directors are removed from their office, the Company shall, within sixty (60) days, hold a shareholders meeting to elect independent directors to fill the vacancies for the remaining term of their office.

Article 6:

The election of directors of the Company adopts the cumulative voting system where the number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two (2) or more candidates.

Article 7:

The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors 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 voting rights for independent director and non-independent director of the Company shall be separately calculated based on the number of position specified in the Company's articles of incorporation. Those receiving ballots representing more voting rights will be

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elected sequentially according to their respective votes received. When two or more persons receive the same number of votes and thus exceeds 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 who are also shareholders to perform the respective duties of vote monitoring and counting. 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:
1. The ballot is not prepared by a person with 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 the director candidate list.
5. Words or marks are entered in addition to the number of voting rights allotted.

Article 11:
The voting rights shall be calculated on the spot 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 they receive respectively, shall be announced by the chair on the spot.

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 the Company 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. These Procedures are enacted on June 28, 2023. The first amendment was made on January 2, 2024.

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【Appendix 9】

LINE Pay Taiwan Limited
Shareholdings of All Directors

  1. The total number of shares issued by the Company is 68,000,000 shares.
  2. According to the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies," the minimum number of shares held by all directors shall be: 5,440,000 shares
  3. As the Audit Committee was established on January 2, 2024, the minimum shareholding requirements for supervisors do not apply.
  4. As of March 28, 2026, the book closure date for this annual general meeting of shareholders, the shares held by individual and all directors as recorded in the shareholders' roster are as follows:
Title Name Shares held as recorded in the shareholders' roster on the book closure date
Number of shares Shareholding ratio (%)
Chairman LINE Financial Corporation Representative: Woongju Jeong 39,506,726 58.10%
Director LINE Financial Corporation Representative: Ohyun Kwon 39,506,726 58.10%
Director LINE Financial Corporation Representative: Harris Chang 39,506,726 58.10%
Director LINE Financial Corporation Representative: Celeste Chang 39,506,726 58.10%
Director Taipei Fubon Commercial Bank Co., Ltd. Representative: Andy Chen 11,708,963 17.22%
Independent director Josephine Peng - -
Independent director Ben Liu - -
Independent director Kay Lin - -
Independent director Andrew Lu - -
Total number of shares held by all directors 51,215,689 75.32%

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