MII — AGM Information 2024

Jun 4, 2024

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Handbook for the 2024 Annual General shareholder’s meeting of Microtek International, Inc.

Date :27 May, 2024

Place: No.6, Industry East Road 3, Hsinchu Science Park, Hsinchu

Table of Contents

Table of Contents	Table of Contents
Meeting Procedure ----------------------------------------------------------		1
Meeting Agenda -------------------------------------------------------------		2
Reports Items	-----------------------------------------------------------	3
Proposal Items	-------------------------------------------------------------	4
Discussion Items ------------------------------------------------------------		6
Extemporary Motions------------------------------------------------------------		9
Meeting adjourn -----------------------------------------------------------		9
Appendix
1.	2023 Business Report -----------------------------------	10
2.	2023 Financial Statements and Audit Report -------	13
3.	Articles of Incorporation-----------------------------------	29
4.	Shareholders’ Meeting Rules ---------------------------	40
5.	Procedures for acquisition or disposal of assets---	50
6.	Shareholding of all directors ----------------------------	71

Microtek International Inc.,

Meeting procedure of 2024 annual general shareholders’ meeting

• I. Call meeting to order

• II. Chairman’s opening address

• III. Report Items

• IV. Proposal Items

• V. Discussion Items

• VI. Extemporary Motions

VII. Meeting Adjourn

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Microtek International Inc.

Meeting agenda of 2024 annual general shareholders’ meeting

• I. Date of meeting ： May 27, 2024 at 9:AM

• II. Place of meeting ：No.6 Industry East Road 3, Hsinchu Science Park, Hsinchu Taiwan

• III. Attendants： all shareholder or their proxy holders

• IV. Chairman：Chin-Lai Wu Director

• V. chairman opening address

VI. Report Items

• 1.2023 Business reports and financial statements.

• 2.Audit Committee’s review report on 2023 financial statements.

• 3.Remuneration and Remuneration Policy of director.

• VII. Proposal Items

• Adoption of 2023 Business reports and financial statements.

• Adoption of 2023 Deficit compensation.

VIII. Discussion Items

• 「

• 1. Amendments to Procedures for acquisition or disposal of assets 」 .

• Amendments to 「Shareholders’ Meeting Rules 」

• IX. Extemporary motions

• X. Meeting adjourn

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Reports Items

• 1.2023 Operating and financial results.

Refer page 9 to page 25 Appendix 1 & 2 Business report and financial statements.

• 2.Audit Committee’s review opinions on 2023 financial statements.

Microtek International, Inc. Audit Committee’s report

Attention: Annual General shareholder’s meeting

、 We , the audit committee of the company have reviewed business report parent company only financial statements 、 consolidated financial statements of the year 2023 and deficit compensation statement in accordance with Article 14-4 of Securities and Exchange Act and Article 。 219 of Company Act

Convene of Audit committee ：

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March 11,2024

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• 3.Remuneration and Remuneration Policy of director.

• (1) It is stipulated in the Article 16 of the Articles of Incorporation that the Compensation Committee shall have the power to determine the remuneration of directors based on how a director participates and contributes in the Corporation’s operation and with reference to the standards implemented by the other companies in the same industry . The remuneration paid by the corporation to managers is based on their educational backgrounds, work experiences and references to the salaries paid in the same industry; also, it refers to the proportion of powers and responsibilities of the position, the achievement of personal performance and the contribution to the company's operating goals, and the risk of the position. Ex. Achievement of sales, profit, result of research and development, regulation compliance, internal control implement and formulate reasonable remuneration policy.

• (2) As the corporation still has accumulated losses, remuneration of year 2022 will not be paid which have been approved by board of directors. There are 9 directors in the company. They only receive traveling allowance when attending meeting of the board of directors each time. Total traveling expense is NT$2,560,000. in 2023.

Proposal Items

• 。

• 1. Adoption of 2023 Business report and financial statements (Proposed by board of directors)

• Explanation ： (1)2023 financial statements had been audited by CPA Chun-Yuan Wu and Chien-Hui Lu from KPMG CPA Firms。

• (2)2023 Business report and financial statements had been resolved by the board of directors on Mar.11,2024, 4[th ] round of the 17[th] session and reviewed by audit committee. The audit committee had made audit committee’s report.

  • (3)2023 Business report and financial statements please 。

  • refer to page 10 to page 28 ,appendix I&II

Resolution ︰

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• 。

• 2.Adoption of 2023 Deficit compensation (Proposed by board of directors)

• Explanation︰(1) 2023 financial statements had been audited by KPMG CPA Firms and resolved by the board of directors on Mar.11,2024, 4[th] round of the 17[th] session.

• ，

• (2)The beginning of 2023 accumulated deficit $(75,863,672) plus net profit of 2023 $6,801,311 and other comprehensive ，

• income $539,121 the ending balance of accumulated deficit is $68,523,240 which will be compensated in next profitable years。

Microtek International, Inc. Deficit compensation 2023

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Unit：NT$
Amount
ITEMS
Subtotal Total
Beginning of 2023 accumulated (75,863,672)
deficit
Net profit of 2023 6,801,311
Other comprehensive income- 539,121
Remeasurement
of defined benefit
plan
The ending balance of 2023 (68,523,240)
accumulated deficit
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Chairman：Chin-Lai Wu Manager：Ching-Hui Hsieh Chief accounting officer：Lee-Ying Chu

Resolution：

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Discussion Items

1. Discussion of amendments to 「 Procedures for acquisition or disposal of assets」. (Proposed by board of director)

2. Explanation: (1) In response to legal amendments and practical needs, it is

   • proposed to amend 「Procedures for acquisition or disposal of assets」.

3. (2) The original provisions and proposed amendments are as follows:

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Article Before The Revision After The Revision
Article Procedures for Acquisition or Procedures for Acquisition or
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Disposal of Intangible Assets Disposal of Intangible Assets and
and Rights-of-Use Assets Rights-of-Use Assets
Acquisition or disposal procedures Acquisition or disposal procedures
of memberships, patents, of memberships, patents,
copyrights, trademarks, franchise copyrights, trademarks, franchise
rights or rights-of-use assets shall rights or rights-of-use assets shall
be evaluated by the department in be evaluated by the department in
use of such property and the legal use of such property and the legal
unit before they can be executed. If unit before they can be executed. If
the transaction amount reaches the transaction amount reaches
20% of the Corporation’s paid-in 20% of the Corporation’s paid-in
capital or NT$300 million, capital or NT$300 million, excluding
excluding transactions with transactions with domestic
domestic government agency(ies), government agency(ies), the
the opinions of the fairness of the opinions of the fairness of the
transaction price shall be obtained transaction price shall be obtained
from a certified public accountant from a certified public accountant
prior to the Date of the Event of the prior to the Date of the Event of the
subject acquisition or disposal of subject acquisition or disposal of
assets. In addition to the evaluation assets. In addition to the evaluation
mentioned above, franchise rights mentioned above, franchise rights
shall be also approved by the shall be also approved by the Board
Board of Directors before of Directors before executed .
executed.
Article 1. The acquisition or disposal of 1. The acquisition or disposal of
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securities shall be decided, securities shall comply
approved and executed by the with ”Regulations for
Corporation’s Chairman when authorization of expenditure and
the project amount is within NT$ duty” be decided, approved and
100 million. If the project amount executed by the Corporation ’ s
is over NT$ 100 million, it shall Chairman when the project
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be decided, approved and executed by the Board of Directors. The operating department shall be the Finance Department.

1. The acquisition or disposal of securities as another company's shareholder shall be decided, approved and executed by the Board of Directors. The operating department shall be the Finance Department.

2. The acquisition or disposal of real estates for operational purposes shall be decided, approved and executed based on the Internal Auditing and Approval Regulations. The operating department shall be the department in use of such property.

3. The acquisition or disposal of real estates for non-operational purposes shall be decided, approved and executed by the Board of Directors before its execution. The operating department shall be the Finance Department.

4. The acquisition or disposal of memberships, patents, copyrights, trademarks, as intangible assets shall be decided, approved and executed by the Corporation’s General Manager when the project amount is within NT$ 20 million. If the project amount is among NT$ 20 million and NT$ 50 million, it shall be decided, approved and executed by the Corporation’s Chairman. If the project amount is over NT$ 50 million, it shall be decided, approved and executed by the

amount is within NT$ 100 million. If the project amount is over NT$ 100 million, it shall be decided, approved and executed by the Board of Directors. The operating department shall be the Finance Department.

1. The acquisition or disposal of securities as another company's shareholder shall be decided, approved and executed by the Board of Directors. The operating department shall be the Finance Department.

2. The acquisition or disposal of ~~real~~ estates equipment for operational purposes shall comply with ”Regulations for authorization of expenditure and duty” be decided, approved and ~~executed based on the Internal Auditing and Approval Regulations~~ . The operating department shall be the department in use of such property.

3. The acquisition or disposal of real estate ~~s for non-operational purposes~~ shall be decided, approved ~~and executed~~ by the Board of Directors before its execution. The operating department shall be the Finance Department.

4. The acquisition or disposal of memberships, patents, copyrights, trademarks, franchise rights, as intangible assets shall comply with ”Regulations for authorization of expenditure and duty”be decided, approved and ~~executed by the Corporation~~ ’ ~~s General Manager when the project amount is within NT$ 20 million. If the project amount is~~

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Board of Directors. The operating department shall be the department in use of such property and the Legal Department. …omitted…	Board of Directors. The operating department shall be the department in use of such property and the Legal Department. …omitted…	~~among NT$ 20 million and NT$ 50~~ ~~million, it shall be decided,~~ ~~approved and executed by the~~ ~~Corporation~~’~~s Chairman. If the~~ ~~project amount is over NT$ 50~~ ~~million, it shall be decided,~~ ~~approved and executed by the~~ ~~Board of Directors.~~The operating department shall be the department in use of such property and the Legal Department. …omitted…	~~amon NT$ 20 million and NT$ 50~~
	…omitted… The eleventh amended was made on May 26, 2022	…omitted… The twelveth amended was made on May 26, 2022 The twelveth amended was made on May 27, 2024

。 (3) the proposed are submitted for discussion

Resolution ：

1. Discussion of amendments to「Shareholders’ Meeting Rules」。(Proposed by board of director)

Explanation︰(1)In response to legal amendments and practical needs, it is proposed to amend the “Shareholders’ Meeting Rules”.

(2)The original provisions and proposed amendments are as

follows:

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Article Before The revision After The revision
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board of director) Explanation︰(1)In response to legal amendments and practical needs, it is proposed to amend the “Shareholders’ Meeting Rules”. (2)The original provisions and proposed amendments are as follows:	board of director) Explanation︰(1)In response to legal amendments and practical needs, it is proposed to amend the “Shareholders’ Meeting Rules”. (2)The original provisions and proposed amendments are as follows:	board of director) Explanation︰(1)In response to legal amendments and practical needs, it is proposed to amend the “Shareholders’ Meeting Rules”. (2)The original provisions and proposed amendments are as follows:
Article Before The revision After The revision
Article 2	A shareholders meeting shall, unless otherwise provided for in the	A shareholders meeting shall, unless
		otherwise provided for in the Rules, be convened by the Board of Directors. The Corporation shall compile an electronic file that contains the meeting advice, a proxy form, a detailed agenda of topics to be acknowledged or discussed during the meeting, and notes on the re-election or dismissal of directors and post it onto the Market Observation Post System (MOPS) at least 30 days before an annual general meeting,or 15 days before
	Rules, be convened by the Board of
	Directors. The Corporation shall compile an electronic file that contains the meeting advice, a proxy form, a detailed agenda of topics to be acknowledged or discussed during the meeting, and notes on the re-election or dismissal of directors and post it onto the Market Observation Post System (MOPS) at least 30 days before an annual general meeting,or 15 days before

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		an extraordinary shareholder meeting. At least 21 days before an annual general meeting, or 15 days before an extraordinary shareholder meeting, an electronic copy of the shareholder meeting manual and supplementary information shall be prepared and posted onto MOPS …omitted…	an extraordinary shareholder meeting. At leas~~t 21~~30 days before an annual general meeting, or 15 days before an extraordinary shareholder meeting, an electronic copy of the shareholder meeting manual and supplementary information shall be prepared and posted onto MOPS …omitted…

。 (3) the proposed are submitted for discussion Resolution ：

Extemporary motions

Meeting adjourn

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Appendix I

Microtek Business Report

Microtek’s revenue reached NT$ 576 million in 2023, a decrease of NT$22 million from the previous year. Gross profit was 30 percent higher than in 2022. Operating expense was $ 277 million, an increase of NT$1.6 million from the previous year. Net operating loss reached NT$ 106 million. Net profit after tax was NT$6.8 million.

1. Accomplishments of the Year 2023

2. (1) Results of Operating Plans:

Unit : NT$K

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Variable
Item 2022 2023
Proportion
Operating Revenue 554,909 575,907 4%
Gross Profit 152,484 175,650 15%
Operating expense 259,823 276,707 6%
Operating income(loss) (107,340) (101,057) (6%)
Non-operating 139,896 140,509 -
income(loss)
Income before Tax 32,556 39,452 21%
Tax 13,742 17,185 25%
Net Income 18,814 22,267 (18%)
Net income attributable to
12,419 6,801 (45%)
shareholders of the parent
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• (2) Budget Implementation Efficiency

Microtek did not compile an annual budget for the year of 2023; therefore, this category is not applicable.

• (3) Financial Performance

Unit : NT$K

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Variable
Item 2022 2023
Amounts
Net cash flow from
58,731 126,891 68,160
operating activities
Net cash flow from
(33,076) (53,792) (20,716)
investing activities
Net cash flow from
8,684 (77,783) (86,467)
financing activities
y Analysis Analysis ysis sis
Year 2022 2023
Return on assets (%) 0.81 0.94
Return on equity (%) 0.85 1.00
Income to capital Operating Income (5.22) (4.91)
stock (%) Income before tax 1.58 1.92
Profit margin (%) 3.39 3.87
Earnings per share(NT$) 0.06 0.03
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(4 ) Profitability Analysis Analysis ysis sis

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(5) Technological Developments

• (i) Develops new generation multi-function inspection instrument with high level platform.

• (ii) Develops professional biotechnology assistance interpretation software.

• (iii) Develops new generation professional image capture device with high speed interface.

• (iv) Develops new generation non-destructive digital inspecting device.

• (v) Develops analysis technology with AI.

• (vi) Keep on developing high pixels, high speed capture image modules which is applied to high speed filed.

• (vii) Enhances image storage manage system for various professional field.

• Operational Highlights of the Year 2024

• (1) Business Policy

The main management policy of Microtek is to combine its own

expertise with future trends, as expertise is essential for maintaining a high level of competitiveness. Demand will continue to increase within the trend stream. The company focuses on the future trends of

digitalization, automation, and intelligence in image-related fields, aiming to become the best provider of professional image solutions.

• (2) Target Sales Figures and References

• In the AOI automatic inspection system, Microtek has seen positive feedback after several years of development as of the year 2023, and it is expected that the results will be better in the year 2024. Especially with the use of a shared platform, rapid conversion and matching to meet different online demands are possible. In addition to existing customers, efforts are ongoing to develop related customer bases and expand business opportunities.

In the biotechnology sector, in addition to updating product lines, high-speed, intelligent new products developed in the year 2023 have launched customer practical verification, with expectations of contributing to performance in the year 2024.

In the medical equipment sector, Microtek has launched

high-specification biomedical imaging equipment with partner companies, which can integrate imaging systems within medical institutions, streamline imaging recording processes, and improve efficiency, let medical personnel focus on medical tasks.

In traditional digital products, both in-house production and outsourcing will maintain the integrity of product lines and strengthen existing channels.

In non-destructive inspecting instruments, new technology will be introduced to enhance data management and judge functions, providing

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more comprehensive solutions to make systems more intelligent and user-friendly, thus expecting sales to reach higher levels.

• (3) Important Production and Sales Policies

• Microtek You has a diverse range of products but focuses on its own expertise, with a core emphasis on shared platforms, simplifying R&D and production processes, and various product applications, enabling streamlined manpower for efficient output. In recent years, AI applications have gradually matured, benefiting both high-tech industries and traditional sectors.

Microtek has also begun to adopt AI in product design, offering integrated solutions and flexible options, significantly enhancing product competitive advantages.

1. In terms of research and development, Future production and after-sales service are first priority, with related products designed with modularity, maximum commonality, reduced component complexity, and streamlined maintenance procedures as guidelines. Design will consider the entire product production and sales process.

2. In terms of production, Standardized models are established, and the supply chain is strengthened, with in-house developed automation tools simplifying processes, increasing production efficiency, and maximizing output with fewer resources. Efforts are also made to actively reduce inventory levels and increase turnover rates to enhance competitiveness.

3. In terms of sales, with globalization as the goal, international business development is actively pursued beyond the markets of Taiwan and mainland China. Apart from end users, solid partnerships are developed worldwide, targeting sales in major countries across the globe.

Chairman：Ching-Lai Wu

Manager：Ching-Hui Hsieh

Chief accounting officer：Lee-Ying Chu

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Appendix II

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Appendix III

Micortek International Inc. Articles of Incorporation Section I - General Provisions

Article 1

The Corporation shall be incorporated, as a company limited by shares, under the Company Law of the Republic of China, and its name shall be 全友電腦股 份有限公司 in the Chinese language, and Microtek Internationl, Inc. in the English language.

Article 2

The scope of business of the Corporation shall be as follows:

CB01010 Machinery and Equipment Manufacturing CB01020 Office Machines Manufacturing CC01110 Computers and Computing Peripheral Equipments Manufacturing CE01030 Photographic and Optical Equipment Manufacturing CF01011 Medical Materials and Equipment Manufacturing F108031 Wholesale of Drugs, Medical Goods F113030 Wholesale of Precision Instruments (limited operation outside the area) F113050 Wholesale of Computing and Business Machinery Equipment (limited operation outside the area) F118010 Wholesale of Computer Software (limited operation outside the area) F208031 Retail sale of Medical Equipments F213030 Retail sale of Computing and Business Machinery Equipment (limited operation outside the area) F213040 Retail Sale of Precision Instruments (limited operation outside the area) F218010 Retail Sale of Computer Software (limited operation outside the area) F401010 International Trade I301010 Software Design Services I301020 Data Processing Services I301030 Digital Information Supply Services IZ12010 Manpower Services (limited operation outside the area) F399040 Retail Business Without Shop (limited operation outside the

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area)

， The Corporation shall research, design develop and manufacture products as follows:

1. Micro-computers, micro-computer systems and designing,

2. manufacturing, selling and consulting services of their peripheral products

3. Designing and manufacturing of precisely numerical control and weight handling machinery in the industrial grade

4. Designing and manufacturing of computing and data processing systems in Chinese

5. Consulting and technological services

6. Researching, designing, manufacturing and selling of electronic communication devices, such as data and image transmission devices

7. Researching, designing, manufacturing and selling of electronic devices used in industry and business, such as Chinese and English data processing equipment, workstation and so on

8. Complementing import and export trades related to the core/main business

9. ODM and OEM for industrial automation

10. Researching, designing, manufacturing and selling of numerical controllers used in the automation machinery industry, numerical control machine tools, robots and motor controllers

11. Researching and manufacturing of hardware and software used for capturing and digitizing of medical images

12. Manufacturing of optical instruments used for capturing and projecting images

13. Wholesaling of instruments used for capturing and digitizing medical images

14. Retailing of instruments used for capturing and digitizing medical images

The business mentioned above shall be run in in accordance with the relevant rules and regulations of the Republic of China.

Article 3

The head office of the Corporation is located in Hsinchu Science Park. When necessary, branches can be established at home and abroad through the resolution of the Board of Directors and the approval of competent authorities.

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Article 4

Public announcements of the Corporation shall be made in accordance with the Company Law and other relevant rules and regulations of the Republic of China.

Section II – Shares

Article 5

The total capital stock of the Corporation shall be in the amount of 4 billion New Taiwan Dollars, divided into 4,000,000,000 shares, at ten

New Taiwan Dollars each. The Board of Directors is authorized to issue the shares in multiple installments and may issue stock certificates in large denominations.

The Corporation may issue employee stock options. A total of 20,000,000 shares of the aforementioned capital stock shall be reserved for the issuance of employee stock options.

Article 6

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

Article 7

All transfer of stocks, pledge of rights, loss, succession, gift, loss of seal, amendment of seal, change of address or similar stock transaction conducted by shareholders of the Corporation shall follow the “Guidelines for Stock Operations for Public Companies” unless specified otherwise by law and securities regulations.

Article 8

Affairs of the Corporation related to shares shall be handled according to the Company Law and relevant rules and regulations of the Republic of China.

Article 9

Registration for transfer of shares shall be suspended sixty (60) days immediately before the date of regular meeting of shareholders, and thirty (30)

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days immediately before the date of any special meeting of shareholders, or within five (5) days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Corporation.

Section III – Shareholders’ Meeting

Article 10

Shareholders' meeting includes general meeting and interim meeting. The regular meeting will be convened once a year by the Board of Directors according to law within 6 months after the end of each fiscal year. Interim meeting can be convened according to when necessary, subject to compliance with the relevant laws. Written notices shall be sent to all shareholders at their latest places of residence as registered with the Corporation for the convening of shareholders’ meeting or interim meeting. The purpose(s) for convening any such meeting shall be clearly stated in the written notices sent out to the shareholders. When agreed by the counterparts, these written notices can be sent to all shareholders via e-mail.

Article 10-1

Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the Corporation may propose to the Corporation a proposal for discussion at a general shareholders’ meeting, provided that only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda.

Article 11

If a shareholder is unable to attend the shareholders’ meeting in person, a proxy can be appointed by completing The Corporation's proxy form and by specifying the scope of delegated authority. Shareholders must delegate their proxies in compliance with the Company Law and relevant rules and regulations of the Republic of China.

Article 12

A shareholders’ meeting is convened by the Board of Directors. Shareholders’ meeting shall be chaired by the Chairmen. If the Chairman is unable to perform his/her duties due to leave of absence or any reasons, the Vice Chairman will take the Chairman's place in the meeting. If the Vice Chairman is also absent, the Chairman may appoint one of the directors to act on behalf.

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If no one is appointed, the remaining directors will appoint one among themselves to perform the Chairman's duties on behalf.

Article 13

Unless otherwise specified by The Company Act, each share of stock shall be entitled to one vote.

Article 14

Unless otherwise specified by the Company Act, shareholders’ meetings may be held if attended by shareholders in person or by proxy representing more than one half of the total issued and outstanding capital stock of the Corporation, and resolutions shall be adopted at the meeting with the concurrence of a majority of the votes held by shareholders present at the meeting. The antecedent resolutions shall also be adopted via written consents or the electronic voting system.

Article 15

Where a company offering its shares to be public convenes a shareholders' meeting, the company shall prepare a manual for shareholders' meeting proceedings. Shareholders’ meeting resolutions must be compiled into detailed minutes, signed by the meeting chairman, and distributed to every shareholder within 20 days after the meeting. The preparation and the distribution can be made by way of electronic transmission. The distribution can be made by way of public announcement. The minutes must detail the date and venue of the meeting, the meeting chairman's name, the method of resolution, and the summary and results of meeting agendas. Such minutes, together with the attendance list and proxies, shall be filed and kept at the head office of the Corporation.

Section IV – Directors

Article 16

The Corporation shall have nine Directors. The Directors are elected by shareholders to serve a term of three years, which can be renewed if elected at the end of the term. The aforesaid Board of Directors must have at least three Independent Directors. The aforesaid numbers of Independent Directors shall not be less than one-fifth of total seats of Directors.

The candidate nomination system is adopted. The shareholders' meeting will select directors from the list of director candidates at random. The election of

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independent directors and non-independent directors shall be held together; provided, however, the number of independent directors and non-independent directors elected shall be calculated separately. The Compensation Committee shall have the power to determine the remuneration of directors based on how a director participates and contributes in the Corporation’s operation and with reference to the standards implemented by the other companies in the same industry.

Article 16-1

The Corporation shall establish an Audit Committee, which shall consist of all independent directors and shall not be fewer than three persons in number. One of the Audit Committee member shall be convener and at least one of those shall have accounting or financial expertise. The Audit Committee or the members of Audit Committee shall be responsible for those responsibilities of Supervisors specified under the Company Law, the Securities and Exchange Law and other relevant regulations.

Article 17

The Board of Directors shall be organized by directors. With the attendance of more than 2/3 of directors and the consent of more than half of the present directors, the chairman can be elected and one vice-chairman can be selected to support the chairman. The chairman comprehensively handles all affairs on behalf of the Company.

Article 18

The Board of Directors is composed of directors and shall exercises the following authorities:

1. Developing of the business plan

2. Apportionment of the profit

3. Auditing of the capital adjustment

4. Auditing of important regulations and contracts

5. Appointing or dismissing of executive officers

6. Opening or ending of branch offices

7. Auditing of the annual budget

8. Auditing of real estate trading and other business investments

9. Decisions of other significant matters

Article 19

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(Deletion)

Article 20

Meetings of the Board of Directors shall be convened by the Chairman of the Board of Directors, upon written notice mailed, e-mailed or faxed to all the other Directors, at least seven days, unless in case of urgent circumstances, prior to the date of the meeting, specifying the date and place of the meeting and its agenda. Unless otherwise regulated by The Company Act, all resolutions to Board of Directors meeting agendas must be discussed among more than half of all directors, and agreed by more than half of all directors present at the meeting. If a Director is unable to attend the meeting of the Board of Directors in person, another director can be appointed as proxy. If the meeting of the Board of Directors proceeds by way of video conferencing, those who participate in the meeting using video conferencing are considered to have attended the meeting in person.

Article 21

The Board of Directors shall be chaired by the Chairmen. If the Chairman is unable to perform his/her duties due to leave of absence or any reasons, the Vice Chairman will take the Chairman's place in the meeting. If the Vice Chairman is also absent, the Chairman may appoint one of the directors to act on behalf. If no one is appointed, the remaining directors will appoint one among themselves to perform the Chairman's duties on behalf.

Article 22

All resolutions made in the meeting of the Board of Directors shall be recorded in the meeting minutes. The meeting minutes must be signed or stamped by the meeting chairman and distributed to all Directors within 20 days after the meeting. The meeting minutes shall record the date and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. Such minutes, together with the attendance list and proxies, shall be filed and kept at the head office of the Corporation.

Section V – Managers and Employees

Article 23

The Corporation shall have one President, whose appointment, dismissal, and remuneration shall be adopted at the meeting with the attendance of more than one half of the directors and with concurrence of more than one

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half of the total votes held by directors present at the meeting.

Article 24

By the approval of the Board of Directors, the Corporation may hire consultant(s).

Article 25

Other employees of the Corporation shall be appointed by the President.

Section V – Accounting

Article 26

The Board of Directors shall have the following statements prepared at the end of the fiscal year, audited by the Audit Committee 30 days prior to the shareholders’ meeting and presented in the shareholders’ meeting for acceptance in accordance with the governing procedures:

1. Business Report

2. Financial statements.

3. Earnings distribution or loss reimbursement proposal.

Article 27

If the Corporation gains profits in the year, determined by the Board of Directors, the Corporation shall set aside two percent (2%) to ten percent (10%) of the profits as the remuneration for employees. However, if the Company has accumulated loss, certain amount to offset such loss shall be set aside in advance. In addition, the aforementioned remuneration for employees can be distributed by stocks or cash. If there is surplus after the aforementioned remuneration has been distributed, suggested by the Compensation Committee and determined by the Board of Directors, not more than three percent (3%) of the aforementioned surplus shall be paid as the remuneration for the directors. If there is still surplus after the aforementioned remuneration have been paid to employees and directors, the surplus left over shall be disbursed by the orders listed as followings:

1. Paying tax.

2. Making up for the accumulated losses.

3. Appropriating 10% of the remaining surplus as legal reserve. However, if the legal reserve accounted for ten percent (10%) of the capital of the Corporation, the amounts of the legal reserve is not limited.

4. With the special reserve appropriated or reversed according to the law

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and regulations.

After the Corporation has set aside the aforementioned expenses, the surplus left over, plus the undistributed surplus at the beginning of the same period, can be allocated.

Article 27-1

The Corporation shall authorize the Board of Directors to distribute aforementioned dividends or the remuneration paid for employees in whole or in part by issuing the form of new shares in accordance with The Company Act.

Article 27-2

The Corporation shall authorize the Board of Directors to distribute the capital surplus by issuing the form of new shares in accordance with The Company Act.

Article 27-3

The Corporation shall optimize its dividend policy. The amount distributed as dividends must not be lower than 50% of distributable earnings. If the EPS is lower than 0.5, by considering the issuing cost and other matters, the Corporation shall not pay dividends. The distribution of earnings shall be made by way of cash dividend in advance. When the EPS is more than two New Taiwan Dollars, the distribution of earnings may also be made by way of stock dividend, provided however, the ratio for stock dividend shall not exceed 50% of total distribution.

Section VI - Supplementary Provisions

Article 28

The organizational rules and bylaws of the Corporation shall be established separately.

Article 29

The Corporation may provide endorsement and guarantee and act as a guarantor.

Article 30

The total amount of the Corporation’s investment in another company is not a subject to the restriction of the Article 13 of The Company Act, which shall not

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exceed forty percent (40%) of the amount of its own capital stock.

Article 31

The Company Act and other applicable laws rules shall govern any matter not prescribed herein.

Article 31

These Articles of Incorporation were enacted on September 17, 1980. The first amended was made on November 4, 1980. The second amended was made on August 7, 1981. The third amended was made on February 25, 1982. The forth amended was made on June 30, 1983. The fifth amended was made on May 25, 1984. The sixth amended was made on June 29, 1985. The seventh amended was made on May 19, 1986 The eighth amended was made on May 8, 1987. The ninth amended was made on November 2, 1987. The tenth amended was made on January 28, 1988. The eleventh amended was made on April 15, 1989. The twelfth amended was made on March 15, 1990. The thirteenth amended was made on March 26, 1991. The fourteenth amended was made on March 25, 1992. The fifteenth amended was made on May 25, 1993. The sixteenth amended was made on April 1, 1994. The seventeenth amended was made on March 30, 1995. The eighteenth amended was made on April 10, 1996. The nineteenth amended was made on May 22, 1997. The twentieth amended was made on April 8, 1999. The twenty-first amended was made on May 26, 2000. The twenty-second amended was made on June 24, 2002. The twenty-third amended was made on June 18, 2003. The twenty-forth amended was made on May 31, 2004. The twenty-fifth amended was made on June 14, 2006. The twenty-sixth amended was made on June 13, 2007. The twenty-seventh amended was made on June 10, 2009. The twenty-eighth amended was made on June 15, 2010. The twenty-ninth amended was made on June 12, 2012. The thirtieth amended was made on May 24, 2016.

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The thirty-first amended was made on May 28, 2019. The thirty-second amended was made on May 28, 2020. The thirty-third amended was made on Aug. 24, 2021.

These Articles of Incorporation shall be effective and implemented following approval from the shareholders' meeting. All clauses concerning supervisors in the Articles of Incorporation shall be removed from the date the Audit Committee is assembled.

Microtek International, Inc. Chairman: Chin-Lai Wu

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Appendix IV

Microtek International, Inc. Shareholders’ Meeting Rules

Article 1

The Corporation’s “Shareholders’ Meetings”, unless otherwise provided by the law and regulations, should be processed in accordance with the Rules.

Article 2

A shareholders meeting shall, unless otherwise provided for in the Rules, be convened by the Board of Directors.

The Corporation shall compile an electronic file that contains the meeting advice, a proxy form, a detailed agenda of topics to be acknowledged or discussed during the meeting, and notes on the re-election or dismissal of directors and post it onto the Market Observation Post System (MOPS) at least 30 days before an annual general meeting, or 15 days before an extraordinary shareholder meeting. At least 21 days before an annual general meeting, or 15 days before an extraordinary shareholder meeting, an electronic copy of the shareholder meeting manual and supplementary information shall be prepared and posted onto MOPS. Physical copies of the shareholder meeting manual and supplementary information shall be prepared at least 15 days before the meeting, and made accessible to shareholders upon request. These documents must also be placed within the Corporation 's premises and at the share administration agency, and distributed on-site during the shareholder meeting.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Matters pertaining to election or discharge of directors and supervisors, alteration of 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, spin-off, or any matters under Article 185 , paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers hereof shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to

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convene a meeting of shareholders, and shall not be brought up as extemporary motions; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and such website shall be indicated in the above notice. Where re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

Article 3

Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the Corporation may propose to the Corporation a proposal for discussion at a general shareholders’ meeting, provided that only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda. The board of directors may not have the proposals presented by shareholders that fall in the scope of Article 172-1 Section 4 of the Company Act included for discussion.

The Corporation should have the shareholders’ proposals, admission place, and admission period published prior to the stock transfer cut-off date before the shareholders’ meeting; the admission period shall not be less than 10 days.

The shareholder's proposal is limited to 300 words; otherwise, it will not be included for discussion. The proposing shareholders must attend the shareholders’ meeting in person or by proxy to participate in the proposal discussion.

The Corporation shall have the processing result presented in the shareholders’ meeting before the meeting convening date and have the proposals in compliance with this clause included in the notice of meeting. The board of directors shall give the reason why the shareholder's proposal is not included for discussion in shareholders’ meeting.

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Article 4

Shareholders may issue a proxy printed by the Corporation with the scope of authorization defined to attend the shareholders’ meeting.

It is one shareholder one proxy and limited to one commission that should be delivered to the Corporation 5 days before the shareholders’ meeting date. The matter of proxy received in duplication is handled in accordance with the “first arrival” principle. However, exception is granted if the shareholder issues a proper declaration to withdraw the previous proxy arrangement.

If the shareholders wish to exercise the balloting right by attending the meeting in person or voting in writing or by electronic means after the proxy is received by the Corporation, the shareholders shall have the Corporation informed in writing two days prior to the shareholders’ meeting date to revoke the proxy. The balloting right exercised by the representative shall prevail if the proxy is not revoked before the deadline.

Article 5

The Corporation shall have the admission time, admission place, and other related matters set forth in the notice of meeting. The shareholders’ meeting admission time referred to above should be at least thirty minutes before the meeting in session.

The shareholders or their representatives (hereinafter referred to as the "shareholders") shall attend the shareholders’ meeting with the evidence of the attendance card, attendance register, or other attendance documents. The Corporation may not demand the attending shareholders to present any additional identification documents; the proxy solicitors should bring proof of identity with them for examination.

The Corporation will provide an attendance log to record shareholders' attendance; alternatively, shareholders may present their attendance cards to signify their presence.

The Corporation shall have the Agenda Handbook, annual reports, attendance card, statement slip, ballots, and other meeting materials delivered to the shareholders presented; also, if there is any election of directors or independent directors, the ballot will be distributed to the directors.

The number of representative attending the shareholders’ meeting on behalf of the institutional shareholders, both the government and legal person, is not limited to one person. The number of legal person entrusted to attend the shareholders’ meeting is limited to one person.

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Article 6

The attendance of the shareholders’ meeting is counted by the shareholding. The attendees’ shareholding is calculated in accordance with the attendance register submitted and the balloting rights exercised in writing or by electronic means.

Article 7

The shareholders’ meeting must be held at a location that is suitable and convenient for shareholders to attend. The meeting must not commence anytime earlier than 9 AM or later than 3 PM.

Article 8

The Corporation may summon its lawyers, certified public accountants, and any relevant personnel to the shareholders’ meeting.

Article 9

The Corporation shall have the admission of the shareholders, the meeting in session, and the voting and vote counting process recorded and filmed uninterruptedly. The audio and video data referred to above should be reserved for at least one year. However, if a shareholder makes a litigious claim against The Company according to Article 189 of The Company Act, the above mentioned documents must be retained until the end of the litigation.

Article 10

A shareholders’ meeting is convened by the Board of Directors. Shareholders’ meeting shall be chaired by the Chairmen. If the Chairman is unable to perform his/her duties due to leave of absence or any reasons, the Vice Chairman will take the Chairman's place in the meeting. If the Vice Chairman is also absent, the Chairman may appoint one of the directors to act on behalf. If no one is appointed, the remaining directors will appoint one among themselves to perform the Chairman's duties on behalf.

Article 11

The chairman should announce the commencement of the meeting as soon as it is due. And disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, if the attendees represented less than half of all outstanding shares, the meeting chairman may announce to postpone the

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meeting up to two times, for a period totaling no more than one hour. The Chairman may announce the meeting is adjourned if there remain insufficient shareholders who represent one thirds of shareholding to attend the meeting after two meetings postponed. A pseudo-resolution could be reached in accordance with Article 175 Section 1 of the Company Act if there remain insufficient attendees to attend the meeting after two meetings postponed that represents more than one thirds of shareholding. The shareholders should be notified about the pseudo-resolution reached and the shareholders’ meeting will be convened again within one month.

If the number of shares represented during the meeting accumulates to more than half of all outstanding shares, the chairman may re-propose the temporary resolutions for final voting according to Article 174 of The Company Act.

Article 12

The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda. The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the Board of Directors, entitled to convene such Meeting.

Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the Meeting before all the discussion items (including special motions) listed in the agenda are resolved. The shareholders cannot designate any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned.

However, in the event that the Chairman adjourns the Meeting in violation of these Rules and Procedures, the shareholders may designate, by a majority of votes represented by shareholders attending the Meeting, one person as chairman to continue the Meeting.

Article 13

Proposals or proposals for amending or replacing an existing resolution shall be seconded by other shareholders. The minimum shares held by shareholder submitting the proposal and shareholders who second the proposal shall reach one percent (1%) of the total number of voting shares issued.

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Article 14

When a shareholder presenting at the Meeting wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder’s number (or the number of Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman.

If any shareholder presenting at the Meeting submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of actual speech shall prevail.

Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders; otherwise the chairman shall stop such interruption.

Article 15

Unless otherwise permitted by the chairman, each shareholder shall not, for each discussion item, speak more than two times (each time not exceeding 5 minutes). In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder.

Article 16

If a corporate shareholder designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item.

Article 17

After the speech of a shareholder, the chairman may respond himself/herself or appoint an appropriate person to respond.

Article 18

The chairman shall give an opportunity for a full explanation and discussion of the motions and the amendments or extraordinary motions proposed by the shareholders. The chairman may announce to end the discussion of any resolution and go into voting if the chairman deems it appropriate. Also, the chairman shall schedule sufficient time for voting and shall not allow to discuss or vote for those which are not motions.

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Article 19

The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the chairman. The person(s) checking the ballots shall be a shareholder(s). The vote counting process of the shareholder’s balloting or election should be held openly at the meeting venue. The balloting result should be announced immediately at the meeting, including statistical weights, and it should be documented for record.

Article 20

The Chairman at his/her discretion may announce the meeting in recess; also, may announce to have the meeting suspended due to force majeure and announce the time for the meeting to resume. If the venue of shareholders’ meeting is not available before the end of the procedures (including motions), the shareholders’ meeting may be resolved to find another venue to continue the meeting.

A resolution of having the meeting postponed or continued can be reached within 5 days in the shareholders’ meeting in accordance with Article 182 of the Company Act.

Article 21

Shareholders are entitled to one balloting right per share except for those restricted without any voting right granted or those without any voting according to Article 179 Paragraph 2 of the Company Act.

Voting rights can be exercised in writing or through the electronic method. Instructions for exercising voting rights in writing or through the electronic form must be clearly stated on the shareholders’ meeting advice. Shareholders who have voted in writing or using the electronic method are considered to have attended the shareholders’ meeting in person. However, in respect of the motion and the amendment of the original proposal in the shareholders’ meeting it is deemed as a waiver.

The uses of written and electronic votes mentioned above must be delivered to The Company at least 2 days before the shareholders’ meeting. If there are duplicate submissions, the earlier submission shall prevail. However, exception is granted if the shareholder issues a proper declaration to withdraw the previous vote.

If, after submitting a written or electronic vote, the shareholder wishes to attend the shareholders’ meeting in person, then a proper declaration of

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withdrawal must be issued using the same method as the original vote at least 2 days before the shareholders’ meeting. If the withdrawal is not received in time, then the written or electronic vote shall prevail. If the shareholder has exercised written or electronic votes, and at the same time delegated a proxy to attend the shareholders’ meeting, then the voting decision exercised by the proxy shall prevail.

Unless otherwise provided in the Company Act and the Company’s Articles of Incorporation, the proposal is passed in the meeting by the shareholders represented a majority of the balloting rights. The Chairman or the designated personnel are to announce the total number of balloting rights of the shareholders presented at the time of balloting. The result of the votes of approval, objection, or waiver casted by shareholders will be posted on the MOPS (Market Observation Post System) at the end of the shareholders’ meeting.

Article 22

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

For the resolutions of the shareholders’ meeting reached, the number of shares held by a shareholder without voting rights shall not be calculated as part of total number of issued shares.

Shareholders cannot vote, or appoint proxies to vote, on any agendas that present conflicting interests, if doing so may compromise The Corporation's interests. The shareholding of the shareholders without voting right referred to above is not included in the voting rights of the shareholders presented. Except for the trust enterprise or the securities brokerages approved by the securities competent authorities, the balloting rights of the representative who is commissioned by two or more shareholders shall not exceed three percent (3%) of the balloting rights representing the total outstanding shares and the portion in excess does not count.

Article 23

If there is amendment to or substitute for a discussion item, the chairman shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any one of them has been adopted, the others shall be deemed vetoed and no further voting is necessary.

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Article 24

The election of directors and independent directors in the shareholders’ meeting must be processed in accordance with the Company’s election procedures and the election result must be announced immediately, including the name of those elected as directors, the numbers of votes with which they were elected. And the names of directors not elected, number of votes they received

The ballots of the election referred to above should be sealed, signed, and reserved by the controller of ballot for safekeeping for at least one year. However, if a shareholder makes a litigious claim against The Company according to Article 189 of The Company Act, the above mentioned documents must be retained until the end of the litigation.

Article 25

The service personnel for the shareholders’ meeting shall wear identification badges or armbands.

The chairman may conduct the disciplinary officers or the security guard to assist in keeping order of the Meeting place. Such disciplinary officers or security guards shall wear badges marked “Disciplinary Officers” for identification purpose.

The Chairman may command the marshals or security guards to escort the shareholders to leave the meeting venue if they are in violation of the rules of procedure, disobey the Chairman, and interfere with the meeting proceeding.

Article 26

The resolutions reached in the shareholders’ meeting must be documented in the minutes of meeting for the signature or seal of the Chairman. The minutes of meeting must be distributed to the shareholders in 20 days. The preparation and distribution of the minutes of shareholders’ meeting can be processed electronically. The Company's minutes of shareholders’ meeting referred to above can be distributed by posting it on the MOPS. The minutes must detail the date and venue of the meeting, the meeting chairman's name, the method of resolution, and the summary and results of meeting agendas. If directors were elected, then then the resolution must be remarked to have passed through voting, with details on the number of passing votes. These minutes must be retained indefinitely.

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Article 27

These Rules and Procedures shall be effective from the date it is approved by the Shareholders’ Meeting. The same applies in case of revision.

The first amended was made on January 28, 1988. The second amended was made on May 22, 1997. The third amended was made on April 23, 1998. The forth amended was made on June 24, 2002. The fifth amended was made on June 20, 2013. The sixth amended was made on June 2, 2015. The seventh amended was made on May 24, 2016 The eighth amended was made on May 28, 2020 The ninth amended was made on August 24, 2021

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Appendix V

Microtek International, Inc. Procedures for Acquisition or Disposal of Assets

Article 1 Purpose and Legal Basis

The procedures are stipulated for the purpose of asset protection and implementation of information disclosure. The procedures are adopted in accordance with The Regulations Governing the Acquisition and Disposal of Assets by Pubic Companies, issued by Financial Supervisory Commission R.O.C. (Taiwan).

Article 2 Scope of Assets

“Assets” used herein means:

1. securities investments (including equities, bonds, corporate bonds, bank indentures, security interest in funds, depository receipts, warrants, beneficiary securities, asset-based securities, etc.);

2. real estates (including lands, plants and buildings and investment property) and equipment;

3. membership;

4. patents, copyrights, trademarks, franchise rights as intangible assets; 5. right-of-use assets;

5. claims of financial institutions;

6. derivatives products;

7. assets that are acquired or disposed through mergers, spin-offs,

acquisitions or share transfers.

Article 3 Defined Terms

1. Date of the Event: “Date of the Event” used herein means, in principle, the contract date, the payment date, the transaction date, the title transfer date, the date of relevant board resolutions or other dates in which the transaction parties and the transaction amount(s) can be ascertained (whichever is earlier). For investments required to be approved by relevant government authorities, the Date of the Event means any of the above-mentioned dates or the date on which the government approval letter is received, whichever is earlier.

2. Related Parties/Subsidiaries: “Related Parties” and “Subsidiaries” used herein mean those companies satisfying the relevant standards

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stipulated in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

1. Professional Appraiser: “Professional Appraiser” used herein means any appraisers/appraisal institutions specializing in real estate or equipment.

2. “Latest Financial Statements” used herein means the financial statements of the Company audited or examined by a certified public accountant which has been disclosed in accordance with applicable regulation before the subject acquisition or disposal of assets.

Article 3-1

Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet following requirements:

1. They 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 the completion of the prison sentence, since the expiration of the period of a suspended sentence, or since a pardon was received.

2. They may not be a related party or a 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 follow the self-discipline regulations instructed by association and comply with the following:

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

2. When executing 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 a report or opinion. The

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related working procedures, data collected, and conclusion shall be fully and accurately specified in working papers.

1. 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.

2. 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 and reasonable, and that they have complied with applicable laws and regulations.

Article 4 Scope and Amount Limits of Investments

1. The total amount of investment of the Corporation and its Subsidiary as another company's shareholder shall not exceed fifty percent (50%) of the net asset value in the Corporation's latest quarter's financial report. For investing in a particular company, the limit is twenty percent (20%).

2. The total amount of investment of the Corporation and its Subsidiary in securities shall not exceed seventy percent (70%) of the net asset value in the Corporation's latest quarter's financial report. For investing in a particular security, the limit is seventy percent (70%)

3. The purchase of real estates or rights-of-use assets for non-operational purposes shall not exceed one hundred percent (100%) of the net asset value in the Corporation's latest quarter's financial report.

Article 5 Procedures for Acquisition or Disposal of Securities

1. Acquisition or disposal procedures of securities shall be subject to the procedures for the Corporation’s Finance Department for investment life cycle.

2. Determination of price transaction and reference basis:

3. (1) When the securities are acquired or disposed of through stock exchange or over-the-counter, the then current stock or bond prices shall be used as the basis for determining the price.

4. (2) In acquiring or disposing of securities which are not traded on any stock exchange or over-the-counter or private equity, its net worth per share, profitability, potential of future growth, market rates,

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interest rates of bonds, credit ratings and its current market price shall be evaluated. Also, the corporation shall consult securities expert’s opinion and obtain the most current financial statement of the subject company certified or reviewed by a certified public accountant prior to the date of occurrence of the event. If the dollar amount of the transaction is twenty percent (20%) of the Corporation’s pain-in capital or NT$300 million or more, the Corporation 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. However, this requirement does not apply to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the authorities.

• (3) The various securities certificates shall be compiled and registered by the Finance Department and then kept in custody centrally.

• (4) The securities investment shall be evaluated reasonably in accordance with the requirements defined under the International Financial Reporting Standards which the Corporation subsidiaries shall apply.

Article 6 Procedures for Acquisition or Disposal of Real Estates, Equipment or Rights-Of-Use Assets

1. In acquiring or disposing of real estates, equipment or rights-of-use assets, the department in use of such property shall be responsible for submitting acquisition or disposal procedures and purposes. These procedures and purposes shall be evaluated for the feasibility by the Finance Department and then can be carried out afterwards.

2. Determination of price transaction and reference basis: In acquiring or disposing of real estates, equipment or rights-of-use, the department in use of such property shall present an analysis report. The transaction terms and price shall be made in price inquiry, price comparison, or price negotiation, determined by the Finance Department and the Asset Management Unit and based on the current value published and assessed value of the property, as well as the prices of neighboring properties sold, actual rental transaction price. When the transaction amount reaches twenty percent (20%) of the Company’s paid-in capital or NT$300 million or more, the Corporation, unless transacting with domestic government authority,

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engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment for business use or right-of-use asset, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser who is objective and impartiality and non-substantial relationship with both parties. The appraisal report shall further comply with the following provisions:

• (1) The appraisal shall be made based on fair price basically. Where 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, and the same procedure shall be followed if the terms and conditions of the transaction are changed.

• (2) Where the transaction amount is NT$1 billion or more, appraisals from 2 or more professional appraisers shall be obtained. Where the discrepancy between the appraisal results of 2 or more professional appraisers is ten percent (10%) or more of the transaction amount, 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 render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price.

• (3) Where the discrepancy between the appraisal results and the transaction amount is twenty percent (20%) or more of the transaction amount, 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 render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price.

• (4) No more than three 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 six months have elapsed, an opinion may still be issued by the original professional appraiser.

• (5) Professional appraisers and their officers may not be a related

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party or a de facto related party of any party to the transaction, which is specified by The Statements of Auditing Standards.

• (6) Where the assets acquired or disposed through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or certified public accountant’s opinion.

• After the Corporation acquires real estates or equipment, it shall comply with the following procedures:

• (1) The Corporation shall buy insurance immediately to avoid losses.

• (2) The Corporation shall register, manage and use assets based on The Fixed Assets Management Procedures.

• (3) The Corporation shall analyze and evaluate the service condition and benefit of assets periodically.

Article 7 Related Party Transactions

1. When the Corporation engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised as provided in operating procedures, if the transaction amount reaches 10% or more of the Corporation's total assets, the Corporation shall also obtain an appraisal report from a professional appraiser or a CPA's opinion.

2. When the Corporation intends to acquire or dispose of real property or right-of-use assets thereof from or to 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% or more of the Company’s paid-in capital, 10% or more of the Corporation's total assets, or NT$300 million or more, the Corporation may not proceed to enter into a transaction contract and make a payment until the following matters have been approved by the audit committee and the board of directors:

3. (1) the purpose and necessity of such acquisition or disposal of assets and the estimated effect thereon;

4. (2) the reason to choose such related party as the transaction counterparty;

5. (3) the relevant information required for evaluation of the

reasonableness of the proposed transaction terms in accordance

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with Paragraph (4) of this Article;

• (4) the date, price and transaction counterparty of the acquisition by the related party of such real property, and the relationship between the related party and such counterparty and the relationship between the Corporation and such counterparty;

• (5) the forecast of cash flow for each month of the coming year from the month during which the acquisition contract is to be executed and the evaluation of the transaction necessity, and the evaluation of reasonableness of the use of proceeds; and

• (6) an appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with Paragraph (1)

• (7) the restrictive terms and conditions and other material terms of such subject transaction.

• When the Corporation acquires real estates or rights-to-use asset from related parties, unless under any of the following circumstances, acquisition of real property or right-of-use assets thereof from related party shall be conducted in accordance with Paragraph (4) of this Article:

• (1) the subject real property or right-of-use assets thereof was acquired by related party by way of inheritance or gift;

• (2) the execution date of the relevant contract for the related party to acquire the subject real property or right-of-use assets thereof is more than five years prior to the contract execution date of the subject transaction; or

• (3) the real property is acquired by entering into a joint construction contract with the related party, or through engaging the related party to build real property, either on the Corporation’s land or on rented land.

• When acquiring real property or rights-to-use asset from related parties, the reasonableness of the transaction cost should be evaluated in accordance with the following methods:

• (1) the reasonableness of the transaction costs may be evaluated based on (i) the transaction price of the subject real property acquired by the related party plus interest required for funding and (ii) the costs to be borne by the buyer in accordance with the applicable law (the "interest required for funding" shall be calculated based on the weighted average interest rate of the funds borrowed by the Company in the year during which the

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subject assets are acquired by the Company, provided that such interest rate shall not exceed the interest rate ceiling for non-financial institutions published by the Ministry of Finance); or

• (2) if the subject assets have been mortgaged to the relevant financial institution as collateral for borrowing, the total value for such assets evaluated by such financial institution for the purpose of extending a loan (“evaluated value for loan purpose”) may be used as a reference to evaluate the reasonableness of the transaction costs, provided that the actual aggregate amount of the loans extended by such financial institution with respect to the subject assets must reach 70% or more of the evaluated value for loan purpose and the loan period must be more than one year. The above provision shall not apply, if the financial institution is the related party of either party of the subject transaction. If the Corporation is to acquire or to rent both land and building, the transaction costs for such land and building may be evaluated, respectively, in accordance with any of the above methods.

• (3) When acquiring of real estates or rights-of-use assets thereof from related party, Paragraph (1) and (2) shall be subject to the evaluation of reasonableness of the transaction costs. Also, the Corporation shall retain a certified public accountant to check the reasonableness of the transaction costs made by the Corporation and issue the specific opinion thereon:

• When the Corporation acquires real estates from related parties, the activity price shall not exceed the reasonable cost evaluated in accordance with any of the above methods or shall not be lower than eighty percent (80%) of the reasonable cost.

• With respect to the acquisition or disposal of equipment or related right-of-use assets for business use, or the right-of-use assets of real estate for business use between the Corporation and its Subsidiaries, or between Subsidiaries whose shares or capital are 100% owned, directly or indirectly, by the Corporation, the Board may delegate the Chairman to decide such matters when the transaction is within NT$50 million and submit such transaction for ratification by the Board in its next meeting.

• 7 . When a transaction involving the acquisition or disposal of assets is submitted for discussion by the board of directors pursuant to the paragraph 2, the board of directors shall take into full consideration

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each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

1. When a transaction involving the acquisition or disposal of assets is pursuant to the paragraph 2, it shall be approved by one-half or more of all audit committee members and submitted to the board of directors for a resolution.

2. when a transaction occurred in the company or non-public domestic subsidiary involving the acquisition or disposal of assets is pursuant to the paragraph 2, the transaction amount reaches 10% or more of the Corporation's total assets, the company may not proceed to enter into a transaction contract or make a payment until the transaction materials is submitted to shareholders’ meeting and have been approved by shareholders’ meeting. But the transaction of the company with subsidiaries or between subsidiaries in not included.

Article 8 Procedures for Acquisition or Disposal of Intangible Assets and Rights-of-Use Assets

Acquisition or disposal procedures of memberships, patents, copyrights, trademarks, franchise rights or rights-of-use assets shall be evaluated by the department in use of such property and the legal unit before they can be executed. If the transaction amount reaches 20% of the Corporation’s paid-in capital or NT$300 million, excluding transactions with domestic government agency(ies), the opinions of the fairness of the transaction price shall be obtained from a certified public accountant prior to the Date of the Event of the subject acquisition or disposal of assets. In addition to the evaluation mentioned above, franchise rights shall be also approved by the Board of Directors before executed.

Article 9 Procedures for Acquisition or Disposal of Bonds of Financial Institutions

Unless approved by the Board of Directors, the Corporation shall not acquire or dispose of bonds of financial institutions.

Article 10 Procedures of Engaging in Derivatives Trading

1. Trading Types

2. (1) The derivatives engaged by the Corporation refer to transaction agreements, whose value is derived from assets, interest rates, foreign exchange rates, indexes or other interests (such as

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forward contracts, options, futures, interest or foreign exchange rates, swaps, and compound contracts combining the products mentioned above).

• (2) The provisions under this Procedure shall apply to the transactions of bond margin trading. However, this Procedure may not apply to bonds under repurchase agreements.

• Operation (Hedge) Strategies

• (1) The Corporation’s engagement in derivatives transactions shall be for the purpose of hedging. The types of derivatives which the Company engages in shall be mainly for the avoidance of risks resulting from the Corporation’s business operations. The types of foreign currencies held by the Corporation shall be consistent with the Corporation’s actual demands for the foreign currencies which the Company uses in the import/export transactions and shall be at the position which the Corporation may internally square itself (meaning the incomes and the outgoings of the foreign currencies). The purposes of the strategy mentioned herein shall be to lower the Corporation’s overall foreign exchange risk and to reduce the operating costs of foreign currencies.

• (2) In the event of transactions for other specific purposes, such transactions shall be prudently assessed and may not be engaged in until the transactions are approved in accordance with the Board of Directors.

• Segregation of Duties

• (1) Transaction Personnel

  • A. Shall be responsible for making the strategies of the Company’s all derivatives transactions, collect market information, determine trends and evaluate risks and make operation strategies. The strategies shall serve as the basis for transactions after being approved in accordance with levels of authority.

  • B. Shall in the event where there are material changes to the financial market and where the approved strategies shall not apply after the transaction personnel’s determination, deliver evaluation reports at any time and make new strategies. The new strategies shall serve as the basis for transactions after being approved in accordance with the President.

• (2) Accounting Personnel

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  - A. Shall confirm the completeness of transaction and shall determine whether each transaction was conducted in accordance with levels of authority and the approved strategies.

  - B. Shall attend to the accounting, conduct monthly evaluations, make and present evaluation reports to the President. Also, shall make announcements and reports in accordance with the regulations of the FSC.

• (3) Closing Personnel: Shall be responsible for the closing.

• Levels of Authority for Derivatives

(1) Levels of Authority for Each Hedging Transaction

Authorization Personnel	Limit on Daily Transaction Amount	Limit on Transaction Amount of Cumulative Net Positions
CFO	US$ 3 million	US$ 10 million
President	US$ 10 million	US$ 30 million
Chairman	US$ 10 million or more	US$ 50 million

In the event that daily transaction amount or accumulative net positions which has exceeded authorized amounts,

implementation can only be conducted after submission to trader with qualified authorized amount and approval is obtained accordingly. Any transaction which has exceeded the amounts mentioned above, implementation can only be conducted after submission has been approved by the Board of Directors.

• (2) In the event of transactions for other financial purposes, the transaction may not be conducted until being approved by the Board of Directors.

• Performance Evaluation

• (1) Hedge Transactions

  • A. Performance shall be evaluated based on the profits and losses incurred from the currency costs on the Company’s books and the derivatives transactions which the Company engaged in.

  • B. In order to control and disclose the risk assessment of the transaction, and the Company shall evaluate the profits and losses monthly.

  • C.The finance department shall provide the evaluations of foreign exchange positions, trends of foreign exchange markets and market analysis to the president for the

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reference of its management and instructions.

• (2) Financial Transactions Other Than Hedge Transactions

Performance shall be evaluated based on actual incurred profits and losses, and the accounting personnel shall periodically provide positions reports to management for their reference.

1. Total Amount of Agreements

2. (1) Amount of Hedge Foreign Exchange Transactions

The finance department shall control the Corporation’s overall positions in order to avoid transaction risks. The amount of hedge foreign exchange transactions shall not exceed the Corporation’s net position. In the event that hedge foreign exchange exceed the Corporation’s net position, the transaction may not be conducted until being approved by the Board of Directors.

• (2) Amount of Hedge Interest Rates

The transaction amount shall not exceed the total amount of the bank loans in various currencies and the total amount of corporate bonds issued and expected to be issued. If the transaction amount exceeds the net position, the transaction may not be conducted until being approved by the Board of Directors

• (3) Amount of Other Financial Transactions

The transactions may not be conducted until being approved by the Board of Directors.

1. Caps on Damage

(1) The cap for the individual transaction shall be either of the follows: It shall not be more than US$ 150,000 or 15% of the individual agreement’s amount. The cap for the total transaction shall not exceed US$ 1 million.

• (2) The cap for the financial transaction other than the hedge transaction shall be either of the follows: It shall not be more than US$ 150,000 or 15% of the individual agreement’s amount. The cap for the total transaction shall not exceed US$ 300,000,.

Article 11 Risk Management Procedures of Engaging in Derivatives Trading

1. Risk Management

• (1) Credit Risk Management

Due to the fact that Market fluctuations are triggered by various factors, which may easily cause operational risks for derivatives,

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market risk management will be conducted based on the following:

• A. Transaction Counterparty: Transactions shall be conducted primarily with reputable domestic and foreign financial institutions.

• B. Products: Products shall be limited to those provided by reputable domestic and foreign financial institutions.

• C.Transaction Amount: The transaction amount of the same transaction counterparty without write-off shall not exceed 10% of the authorized total amount.

• (2) Market Risk Management

Transactions shall be conducted primarily in public foreign exchange transaction markets provided by banks.

• (3) Liquidity Risk Management

• In order to ensure the liquidity of the market, the Corporation shall engage in derivatives transactions with higher liquidity (which means the derivatives may be squared off at any time in the market). The financial institution which the Corporation engages shall possess sufficient information and have the capacity to conduct transactions in any market at any time.

• (4) Cash Flow Risk Management

In order to ensure stable turnover of the Corporation’s working capital, the Corporation shall engage in derivatives transactions with its own capital and the Corporation shall take the demands for the revenues and expenses within the next year into consideration.

• (5) Operation Flow Risk Management

• A. In order to avoid operation risks, the Corporation shall fully comply with its authorized amount and operation procedures and shall include the matters regarding derivatives transactions into internal audit.

• B. Transaction personnel responsible for the Corporation’s engagement in derivatives transactions shall not serve concurrently in other operations such as confirmation and settlement.

• C.The personnel responsible for measuring, monitoring and controlling risks shall not be in the same department as the personnel mentioned in the preceding provision and shall report to the Board of Directors or top-tier officers who are not

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responsible for the decision of transactions or positions.

• D.The positions of derivatives transactions shall be evaluated at least once a week; however, the positions for hedge transactions shall be evaluated at least twice a month, and the evaluation report shall be submitted to the senior management authorized by the Board of Directors.

• (6) Products Risk Management

In order to avoid the risks from financial products, internal transaction personnel shall possess complete and correct professional knowledge on financial products and shall request banks to fully disclose the relevant risks.

• (7) Legal Risk Management

In order to avoid legal risks, documents with financial institutions shall not be executed until being reviewed by foreign exchange specialists, and paralegals or legal consultants.

1. Internal Audit System

2. (1) Internal audit personnel shall periodically review the appropriateness of internal controls concerning derivatives transactions and shall monthly audit the transaction department’s compliance with the operating procedures, analyze the transaction cycle and prepare audit reports. In the event where any of the internal audit personnel discovers material breach, such personnel shall notify the audit committee in writing.

3. (2) Internal audit personnel shall report the annual internal audit status before the end of next February and the improvements on any irregular situations before the end of next May to the website designated by the FSC.

4. Monitoring and Management Procedures

5. (1) The Corporation shall report to the next Board of Directors' meeting after it authorizes relevant personnel to handle the derivatives transactions in accordance with this Procedure.

6. (2) The Board of Directors shall authorize senior management officers to periodically monitor and evaluate whether derivatives transactions have fully complied with transaction procedures stipulated by the Corporation and whether the assumed risks are within the approved scope. In the event where there are irregular situations in the market price evaluation report, the Board of Directors shall be notified immediately, and adopt appropriate measures.

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• (3) When engaging in derivatives transactions, the Corporation shall establish a logbook, which shall record in detail the types, amounts, the Board of Directors' approval dates and the matters required to be carefully evaluated.

Article 12 Merger, Spin-off, Acquisition, and Share Transfer

1. The Corporation shall retain a certified public accountant, lawyer or underwriter to issue the fairness opinion on share swap ratio, acquisition price or the amount of cash or other property distributed to shareholders prior to convening the relevant board of directors meeting to discuss the subject merger, spin-off, acquisition, or share transfer. Such fairness opinion should be submitted to the board of directors for discussion and approval. It is not required to obtain the fairness opinion issued by the above-mentioned experts for mergers between the Corporation and its subsidiaries which are directly or indirectly 100% owned by the Corporation, or the mergers between the Corporation’s subsidiaries which are directly or indirectly 100% owned by the Corporation.

2. All persons participating in or knowing the proposed merger, spin-off, acquisition, or share transfer shall sign the undertaking(s) to covenant not to disclose the proposed merger, spin-off, acquisition or share transfer prior to the relevant information becomes public information nor purchase/sell, by such person or its nominee, shares or other equity securities of any company which is involving in the proposed merger, spin-off, acquisition or share transfer.

3. The contract for conducting merger, spin-off, acquisition, or share transfer shall specify the following:

4. (1) share swap ratio, acquisition price and the situations are permitted for changing;

5. (2) the rights and obligations of participating companies;

6. (3) handling of the breach of contract;

7. (4) principles for handling of equity securities issued by, or treasury stock purchased by, the extinguished company in a merger or the spun-off company;

8. (5) the quantity of treasury stock that a company participating in a merger, spin-off, acquisition, or share transfer may legally permitted to purchase after the record date for calculation of the share swap ratio and relevant handling principles;

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• (6) principles for handling of change on parties to or number of companies participating in the merger, spin-off, acquisition, or share transfer;

• (7) the estimated timetable for implementation of the proposed transaction and the estimated completion date; and

• (8) if the implementation is not completed within the scheduled timetable, the date scheduled to convene the shareholders’ meeting in accordance with the applicable laws and regulations and other handling procedures.

• The material terms of or the matters relating to a merger, spin-off, or acquisition shall be included in a public document together with the above-mentioned fairness opinion in the Paragraph 1 of this Article and the meeting notice delivered to shareholders prior to the shareholders meeting as a reference to shareholders to decide vote for or against such merge, spin-off or acquisition.

• The meeting of board of directors of the Corporation and the other company involved in the merger, spin-off, or acquisition shall be held on the same day unless otherwise specified by other laws or approved by the FSC. If the shareholders’ meeting of any company involved in the merger, spin-off, acquisition and transfer of shares cannot be convened, cannot reach a resolution, or objects to a proposal, the Corporation and other company shall explain to the public the reasons for such, the following procedure, and the scheduled date to convene the shareholders’ meeting.

• Unless otherwise provided by laws or under special circumstances where the prior approval has been obtained from the FSC, the Corporation and the companies participating the share transfer shall convene the meetings of the board of directors on the same date.

• Except in any of the following circumstances, the share swap ratio or acquisition price cannot be changed and the permitted situations for changing such share swap ratio or acquisition price must be included in the contract for merger, spin-off, acquisition or share transfer:

• (1) issuance of new shares for cash, issuance of convertible corporate bonds, free distribution of stock dividends and issuance of corporate bonds with warrants, preferred shares with warrants, subscription warrants, and other equity securities;

• (2) conducting any act which will have material effect on the Corporation’s financial conditions or business, such as disposal of

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material assets;

• (3) occurrence of the event which will affect the Corporation’s shareholders equity or the securities price, such as the material disasters or significant change on technology;

• (4) any adjustment of the treasury stock purchased by any company participating in the merger, spin-off, acquisition, or share transfer; any change on the parties to or the number of companies participating in the merger, spin-off, acquisition, or share transfer; or

• (5) other circumstances which have been stipulated in the contract for amendment to certain terms and have been disclosed to the public.

• If the Corporation and any other company involved in the merger, spin-off, acquisition and transfer of shares intends to be involved with the merger, spin-off, acquisition and transfer of shares with another company after the relevant information has been disclosed, all the procedures completed shall be undergone once again except the followings:

• (1) when the number of participating companies is reduced; or

• (2) the board of directors has been authorized to make amendment.

• If any participating company is a non-public company, the Company must enter into an agreement with such non-public company to ensure such non-public company’s compliance with Paragraphs 2, 5 and 8 above of this Article.

Article 13 Amount of Authority and Operating Departments

1. The acquisition or disposal of securities shall be decided, approved and executed by the Corporation’s Chairman when the project amount is within NT$ 100 million. If the project amount is over NT$ 100 million, it shall be decided, approved and executed by the Board of Directors. The operating department shall be the Finance Department.

2. The acquisition or disposal of securities as another company's shareholder shall be decided, approved and executed by the Board of Directors. The operating department shall be the Finance Department.

3. The acquisition or disposal of real estates for operational purposes shall be decided, approved and executed based on the Internal

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Auditing and Approval Regulations. The operating department shall be the department in use of such property.

1. The acquisition or disposal of real estates for non-operational purposes shall be decided, approved and executed by the Board of Directors before its execution. The operating department shall be the Finance Department.

2. The acquisition or disposal of memberships, patents, copyrights, trademarks, as intangible assets shall be decided, approved and executed by the Corporation’s General Manager when the project amount is within NT$ 20 million. If the project amount is among NT$ 20 million and NT$ 50 million, it shall be decided, approved and executed by the Corporation’s Chairman. If the project amount is over NT$ 50 million, it shall be decided, approved and executed by the Board of Directors. The operating department shall be the department in use of such property and the Legal Department.

3. The acquisition of franchise rights shall be decided, approved and executed by the Board of Directors. The operating department shall be the Legal Department.

4. The acquisition or disposal of merged, spin-off, acquired or share-transfer assets which are regulated by laws shall be decided, approved and executed by the Board of Directors. The operating department shall be the Finance and Legal Departments.

Article 14 Information Disclosure and Reporting

If the Corporation or the Corporation’s subsidiary acquires or disposes of the following assets, the Company shall make a public announcement and file the necessary report(s) in the format prescribed by the FSC within two days from occurrence of the relevant event:

1. acquisition or disposal of real property or right-of-use assets thereof from any 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% or more of the Corporation’s paid-in capital, 10% or more of the Corporation's total assets, or NT$300 million or more, except for trading in domestic government bonds, bond trading with repurchase and/or reverse purchase arrangement, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises;

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1. conducting merger, spin-off, acquisition or share transfer;

2. the transaction losses derived from derivatives reaches the upper limit set forth in the Financial Derivatives Transaction Procedure for all or any individual contract;

3. the acquired and/or disposed assets are equipment or right-of-use assets thereof which are for business use and the transaction counterparties are not related parties, and the transaction amounts reach NT$500 million or more.

4. the real property was acquired by ways of mandating others to build on the Corporation’s own land, or mandating others to build on the rented land, joint construction with others to share the buildings, joint construction with others to acquire certain proportion of ownership of the buildings, or joint construction with others to separately sell the buildings, and the transaction counterparty is not a related party, and the proposed investment amount to be contributed by the Corporation reaches NT$500 million or more.

5. except for any of those referred to in the preceding five subparagraphs or investing in Mainland China, the transaction amount reaches 20 % or more of the Company’s paid-in capital or NT$300 million or more; provided, this shall not apply to the following circumstances:

6. (1) trading in domestic government bonds or overseas bonds that the credit rating is not lower than government sovereign rating.

7. (2) bond trading with repurchase and/or reverse purchase arrangement, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

8. The transaction amounts in the preceding paragraph shall be calculated as follows. Also, within one year as used herein refers to the year preceding the base date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not to be entered.

9. (1) the amount of any individual transaction

10. (2) the cumulative transaction amount of acquisitions or disposals, of the same type of underlying asset with the same trading counterparty within one year

11. (3) the cumulative transaction amount of real property or right-of-use assets thereof acquisitions or disposals (acquisitions and disposals are accumulated separately) within the same development plan within one year

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• (4) the cumulative transaction amount of acquisitions or disposals (acquisitions and disposals are accumulated separately) of the same securities within one year.

Article 15 Corrections of Disclosed and Reported Information

1. If there is any mistake or omission in the required announced items and the correction is required, the Corporation shall make public announcement of all required items again within two days commencing from the day when the Corporation knows such mistake or omission.

2. After the disclosure of transaction according to Article 15, if any of the following events occur, the relevant information shall be disclosed and reported to FSC’s Market Observation Post System website within 2 days commencing immediately from the date of occurrence of the event:

3. (1) There is a change, termination or cancellation to the original contract.

4. (2) The merger, separation, acquisition or transfer of shares is not completed as scheduled in the contract.

5. (3) Change to the originally publicly announced and reported information.

Article 16 Disclosure and Reporting of Derivatives

The Corporation shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the Corporation and its subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month.

Article 17 Preservations of Data

The contracts, memorandum, appraisal reports, and opinions of certified public accountants, lawyers or securities underwriters in connection with the Corporation’s acquisition or disposal of assets shall, except as otherwise specified by relevant laws, be retained in the Corporation for at least five years.

Article 18 Controlling Procedures on the Corporation’s Subsidiaries

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1. The Corporation’s subsidiaries shall implement the procedure on acquiring or disposing of assets according to the Procedure.

2. The Corporation’s internal auditors shall review and dispose of self-inspection reports about acquisition or disposal of assets from the Corporation’s subsidiaries.

3. If the subsidiary is not a public listed company, the Corporation will proceed with the disclosure and report.

4. The paid-in capital or total assets of the Corporation shall be the standard for determining whether or not a subsidiary requires a public announcement and regulatory filing.

Article 19

These Procedures shall be approved by the Board of Directors, the Audit Committee and the Shareholders’ Meeting. Any amendment hereof is subject to the same procedures. If any member of board of directors objects to it with a record or written declaration, the Corporation shall present it to the Audit Committee. The board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

Article 20

The first amended was made on April 10, 1996. The second amended was made on May 26, 2000. The third amended was made on June 18, 2003. The forth amended was made on June 13, 2007. The fifth amended was made on June 12, 2012. The sixth amended was made on June 12, 2014. The seventh amended was made on June 2, 2015. The eighth amended was made on May 23, 2018. The ninth amended was made on May 28, 2019. The tenth amended was made on May 28, 2020. The eleventh amended was made on May 26, 2022.

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Appendix VI

Microtek International, Inc. Shareholdings of Directors

1. The minimum shares held by all directors of the company shall be 12,000,000 shares as of March 28,2024.

2. Record date as of Mar 28, 2024.

==> picture [479 x 339] intentionally omitted <==

----- Start of picture text -----

Title Name Shareholding as recorded in
the shareholder register on
the book closure date
(Shares)
Director PAULKO ENTERPRISES CO. 36,201,662
LTD
Representative: Chin-Lai Wu,
Hsu, Hsu Paul A.
Director San Yu Lumber & Plywood 30,197,303
Corp.
Representative: Cheng-Hsun
Hsu ,Clark Bob Hsu
Director Representative of Adara 2,934,365
International Inc.:
Ching-Hui Hsieh, Po-Tsung
Lin
Independent Wei-Lee Chang 19,772
Director
Independent Chih-Lee Liu 4,000
Director
Independent Chien-Ru Liu -
Director
Total 69,357,102
----- End of picture text -----

1. The number of shares held by all Directors of the Corporation meet the legal percentage requirements.

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