Mirle - AGM Information 2021 | FinancialReports.eu

Stock code: 2464

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Mirle Automation Corporation

2021 Annual Meeting of Shareholders Handbook

June 11, 2021

Page I.、Meeting Procedure ............................................................................................................... 1 II、Meeting Agenda ................................................................................................................... 2 1. Reporting Items .............................................................................................................. 3 2. Proposals ...................................................................................................................... 4 3. Discussion .................................................................................................................... 5 4. Questions and Motions ................................................................................................. 6 III、Attachments 1. 2020 Business Report ..................................................................................................... 7 2. Audit Committees' Review Report ............................................................................... 9 3. 2020 Financial Statements and Auditor's Report .......................................................... 10 4. 2020 Consolidated Financial Statements and Auditor's Report ................................... 19 5. 2020 Statement of Retained Earnings ........................................................................ 28 6. Comparison Table of Amendments to the Rules of Procedure for Board of Directors Meetings .................................................................................................................... .. 29 7. Comparison Table of the Amendments to the Codes of Ethical Conduct .................. ..33 8. Comparison Table of Amendments to the Articles of Incorporation .......................... ..34 9. Regulations Governing the Issuance of Restricted Stock Awards (RSA) ............... .. 36 IV、Appendices 1. Shareholdings of all Directors and Supervisors ....................................................... 42 2. Rules of Procedure for Shareholder Meetings ........................................................... 43 3. Rules of Procedures of the Board of Directors Meetings (before amendment) ...... .. 45 4. Codes of Ethical Conduct (before amendment) ........................................................ .. 50 5. Articles of Incorporation (before amendment) ........................................................... 53

Mirle Automation Corporation

Procedure for the 2021 Annual Meeting of Shareholders

1. Call the meeting to order

Chairman’s address
Report items

4. Proposals

5. Discussion

6. Questions and Motions

7. Adjournment

Mirle Automation Corporation

2020 Agenda of Annual Meeting of Shareholders

Date/Time: June 11 (Friday), 2021 at 9 am

Location: No. 3, R&D Rd. II, Hinchu Science Park, Hsinchu City, Taiwan (Conference Room, 1st

floor of the Company)

Call the Meeting to Order
Chairman’s Address
Report Items
(1) 2020 Business Report.
(2) Supervisor’s Review Report on the 2020 Financial Statements.
(3) Report on the distribution of employees' compensation and remuneration to directors and supervisors for the year 2020.
(4) Report on Partial Amendments to the Rules of the Procedures for the Board of Directors

Meetings of the Company.

(5) Report on Partial Amendments to the Codes of Ethical Conduct of the Company.

4. Proposals

(1)Adoption of the 2020 business report and financial statements

(2)Adoption of the proposal for distribution of 2020 earnings

Discussions
(1) Amendment to the Company's Corporate Charter (Articles of Incorporation).
(2) For issuance of restricted stock awards (RSA)
Questions and Motions
Adjournment
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Report Items

1. 2020 Business Report.

Description: Please refer to pages 7~8 of this handbook (Attachment 1) for the 2020 Business Report.
Supervisor’s Review Report on the 2020 Financial Statements. Description: Please refer to page 9 (Attachment 2) for the 2020 Supervisor’s Review Report.
Report on the distribution of employees' compensation and remuneration to directors and supervisors for the year 2020.
Description: (1)According to the Article 43 of the Company's Articles of Incorporation, at least 1% of the Company's annual profit shall be appropriated as remuneration to employees and not more than 2% as remuneration to directors and supervisors. Where the Company has any cumulative loss, the profits shall be reserved to offset the loss.
- (2)In accordance with the foregoing provisions, the Company provided 1% of the employees' remuneration of NT$5,863,125 and 1.5% of the directors' and supervisors' remuneration of NT$8,794,686, all of which were paid in cash.
Report on Partial Amendments to the Rules of the Procedures for the Board of Directors Meetings of the Company.
Description: (1)Amended in accordance with the Tai Cheng Chih Li Tzu letter No. 1090009468 dated 2020.06.03.
- (2)Please refer to pages 29~31 (Attachment 6) of this handbook for the comparison table of the amended Rules of the Procedures for the Board of Directors Meetings.
Report on Partial Amendments to the Codes of Ethical Conduct of the Company.
Description: (1)Amended in accordance with the Tai Cheng Chih Li Tzu letter No. 1090009468 dated 2020.06.03.
- (2)Please refer to page 32~33 (Attachment 7) of this handbook for the comparison table of the amended Codes of Ethical Conduce.
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Proposed Resolutions

(Proposed by the Board of Directors) Proposal: The 2020 Business Report and Financial Statements.
Description: (1)The 2020 annual report of operations, individual financial statements and consolidated financial statements have been approved by the 11th Board of Directors at its 11th meeting and have been audited by the Supervisors.
(2)Please refer to pages 7~8 (Attachment 1), 10~18 (Attachment 3), and 19~27 (Attachment 4) of this handbook for the 2020 business report, individual financial statements, and consolidated financial statements.
(3)Please acknowledge the above.

Resolution:

(Proposed by the Board of Directors) Proposal: Earnings distribution for the year 2020.

Description: (1)The net income after tax for the year 2020 is NT$513,366,802 and the

undistributed earnings for the previous period is NT$514,922,843. After deducting the legal reserve of NT$50,130,536 and other additions (deductions), the distributable earnings for the current period is NT$987,395,101, which is intended to be distributed in accordance with the Company's Articles of Incorporation.
(2)The distribution of earnings is planned in accordance with Article 43-1 of the Company's Articles of Incorporation as follows:
1.To appropriate 10% of the legal reserve in the amount of NT$50,130,536.
2.To appropriate shareholders' bonuses in the amount of NT$391,062,452 in cash.◉ Cash distribution: NT$391,062,452 is appropriated, and NT$2.0 is allocated to each share in proportion to the number of shareholders on the register of shareholders and the percentage of shares held by them on the base date of cash dividend distribution, up to the amount of one dollar (rounded down to the nearest one dollar); the total amount of monetary value of less than one dollar is included in other income of the Company.This cash dividend distribution proposal will be approved by the shareholders' meeting and the board of directors is authorized to set another base date for the distribution of cash dividends.
(Provisionally, the distribution is based on 195,531,226 shares as of February 2020. If the number of outstanding shares is affected by subsequent changes in the Company's equity, the Board of Directors is authorized to adjust the distribution ratio based on the actual number of outstanding shares on the base date of the cash dividend distribution after the shareholders' meeting has approved the cash dividend).
(3)The undistributed earnings of NT$596,332,649 at the end of the period were carried forward to the next year.
(4)Please refer to page 28 of this handbook (Attachment 5) for the 2020 Statement of Retained Earnings.
(5)Please acknowledge the above.

Resolution:

Discussion Items

1 (Proposed by the Board of Directors)

Proposal: To amend the Articles of Incorporation.

Description: (1)The Company intends to amend part of the Articles of Incorporation in order to establish a specific dividend policy in compliance with corporate governance.
(2)Please refer to page 34 of this handbook (Attachment 8) for the comparison table of the amended articles of the Articles of Incorporation.

Resolution:

(Proposed by the Board of Directors) Proposal: Proposed to pass issuance of restricted stock awards (RSA) and issue 2,000 thousand new shares.
Description: (1)The Company plans to issue the RSA in accordance with Article 267 of the Company Act and the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” promulgated by the Financial Supervisory Committee (FSC).
(2)Total issue: 2,000 thousand shares in total, at a par value of NT$10 per share, amounting to NT$20,000 thousand.
(3)Issue criteria:
Issue price: Issued without consideration and at NT$0 per share.
Type of issued shares: common shares.
Vesting conditions:
1) Employees who still hold the position on each vesting date after being allotted the RSA and are held by the Company free from violations of the Company's labor contract, employees’ code of ethical conduct, trust contract, corporate governance best practice principles, ethical management best practice principles, work rules, non-competition and confidentiality rule or agreements/contracts with the Company, and have also attained the personal performance appraisal indicators set by the Company may receive the RSA in the following manner on each vesting date of each year:
- For expiration of one year: 20%

For expiration of two years: 25%

For expiration of three years: 25%

For expiration of four years: 30%

2) Personal performance indicators: performance appraisal rating attains B or above in the most recent year upon expiration of the vesting period.
Measures to be taken when employees fail to meet the vesting conditions or in the event of inheritance after being allotted or subscribing for the RSA: Subject to the Regulations Governing Issuance of the RSA enacted by the Company.
(4)Qualifications and conditions for employees, and number of allotted shares:
The employees who are eligible for the allotted RSA are limited to the full-time employees who have taken the office on the same date of allotment of the RSA and also satisfied specific performance criteria.
The qualified employees are limited to the following:
1)Key personnel involved in the Company's future development;
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2)With the personal performance adding considerable value to the Company; or

3)New core employees.

The Chairman shall propose and submit to the Board of Directors for the approval of the number of RSA allowable to qualified employees by reference to their seniority, job rank, performance overall contribution or special achievement or any other conditions to be considered by the management. Notwithstanding, in the case of managers or directors who also serve as the role as employees, a prior approval shall be obtained from the Remuneration Committee.
(5)The reasons why it is necessary to issue the RSA: in order to recruit and retain key personnel to achieve the Company's mid-term and long-term goals, and hoping to encourage employees to make every endeavor to achieve the Company's operating goals to create more interest for the Company and shareholders, and to ensure the integration of interests of the Company's employees and shareholders.
(6)The expendable amount, dilution of the Company's earnings per share, and any other impact on shareholders’ equity:
1.If the closing price of common shares is estimated as NT$50 per share, the expendable amount under the vesting conditions for each year will be NT$8,334 in 2021, NT$22,083 in 2022, NT$25,000 in 2023, NT$27,083 in 2024, and NT$17,500 in 2025.
2.If it is calculated based on 195,531,226 outstanding shares in April 2021, the Company's earnings per share might decrease, from 2021 to 2025, by NT$0.04, NT$0.11, NT$0.13, NT$0.14 and NT$0.09, annually. As the dilution of the Company's earnings per share is limited, no material impact will affect the shareholders’ equity.
(7)Any other matters not covered herein, such as changes in the competent authority’s laws and regulations or amendments required upon changes in other objective environmental factors, the Board of Directors will be authorized to deal with them pursuant to the relevant requirements.
(8)For the Regulations Governing Issuance of Restricted Stock Awards (RSA), please refer to Pages 36~41 (Attachment 9) herein.

Resolution:

Questions and Motions

Adjournment

Attachment 1

Business Report

Ladies and gentlemen:

The spread of COVID-19 and ongoing trade dispute between USA and China had severely undermined performance of world's major economies and the world as a whole in 2020. Many countries even went as far as imposing lock-downs and border controls in an attempt to prevent the disease from spreading, which significantly deterred investments from manufacturers on a global scale. The Company had taken a "calculated approach" during the troublesome year, committing wholeheartedly into researching innovative equipment needed for high-end production processes. Despite the ongoing pandemic, the Company still managed to strengthen its leadership position and advantage in smart automation technologies, generating consolidated net revenues of NT$8.909 billion and consolidated net income of NT$510 million in 2020 that is equivalent to an after-tax basic EPS of NT$2.63.

Impact of COVID-19 on the global economy should subside in 2021, and as the global economy recovers, investment and demand for automated equipment will rise as well. Given that "Mirle Group" is a company capable of delivering turnkey smart automation systems to world's toptier businesses and has a track record of improvements in terms of marketing, strategies, product positioning, technological innovation, product R&D, manufacturing, installation, and management, the Company will be adopting " enlarge my border" as its operational focus in 2021.

The following is a report of the Company's 2020 operational performance and 2021 business prospect:

I. 2020 business report
I. Results of business plans:

The Company reported consolidated net revenues of NT$8.909 billion in 2020, down 28.77% from the previous year. Consolidated net income was concluded at NT$510 million, down 24.69% from the previous year, whereas basic EPS was calculated at NT$2.63, representing a decline of NT$0.86 from the previous year. These declines were mainly attributed to the COVID-19 pandemic and ongoing trade disputes between USA and China, which caused overall market demand to fall below expectation.

Research and development:

Key technologies successfully developed in the current year up until the publication date of annual report (those that have been awarded utility model, design, and invention patents):

(1) Pallet delivery equipment and delivery device

(2) Industrial equipment and cyclonic ventilation device
(3) Glass forming equipment
(4) Automated delivery deployment system
(5) A method of increasing the precision of substrate and mask positioning on evaporator
(6) Detection equipment and organic compound detector
(7) Environment detection system and detection equipment
(8) Mold control method and injection molding machinery
(9) Compartment mechanism for reducing oxygen concentration in molds

(10) Transport vehicle for delivering panel components

(11) Shuttle cart
(12) Attachment equipment
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II. Summary of 2021 business plan
Business strategies:
(1) Operational focus: The Company will be focusing on "expansion."
(2) Operational goals:
- Marketing - develop communication channels with world's top-tier businesses, and survey customers' expectations for equipment and system supply chain.
- R&D - build the technological capacity needed to satisfy world's top-tier businesses.
- Quality assurance - be able to meet the rigorous reviews of world's top-tier businesses.
Key production/sales policies:
(1) Technological advantage: Acquire complete system integration technologies and develop automated equipment for energy conservation and environmental protection purposes.
(2) Product integration: Provide system integration solutions that enable coordination between logistics, manufacturing, robotics, industrial control, and information systems.
(3) Operation model: Continue exploring innovative products and technologies in automation, and offer turnkey solutions for sales growth.
(4) R&D capacity: Strengthen R&D capability in new fields, new products, and new technologies, and produce functional data and analyses on automated equipment and systems.
Future strategies, impacts of the competitive environment, regulatory environment, and the overall business environment:
(1) Future strategies:
- Make organizational adjustments in ways that maximize human resources potentials; coordinate talents, partners, and resources of different nations for maximal yield and reduced costs; and share technologies across borders for mutual improvement of competitiveness.
- Continue exploring a business model that is supported by innovation and competitive advantage; develop proper management practices for production procedures and knowledge; integrate internal as well as external resources; gain knowledge on market trends; and build Mirle as a local brand everywhere around the world.
- Adopt "turnkey marketing" as a means to increase sales and market share.
(2) Impacts of the competitive environment, regulatory environment, and macroeconomic environment:
- The Company has adopted appropriate measures and amended internal policies in response to regulatory changes.

We would like to express our most sincere gratitude for the presence and guidance of our shareholders. We at Mirle pride ourselves for our diligence, persistence, innovation, passion, and a conviction of delivering perfection on the first try, and will continue maximizing returns and values for our shareholders, for which we look forward to your continual support in return.

We wish all our shareholders

A prosperous year ahead

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Mirle Automation Corporation Chairman: Houng Sun Manager: Houng Sun Head of Accounting: Max Lin

Attachment 2

Supervisors' Review Report

CPA Tsai, Mei-Jen and CPA Chen, Ming-Huei of Deloitte Touches have audited the financial statements of the Company and its consolidated financial statements prepared by the Board of Directors and have issued an unqualified audit report thereon, together with a report on operations and a proposal for distribution of earnings for the year ended December 31, 2020.

The auditors have communicated with the supervisors on key audit issues and disclosed them in the audit report.

The financial statements, the consolidated financial statements, the report on operations, and the proposal on the distribution of earnings for the year ended December 31, 2020 have been examined by the supervisors and found to be in conformity with the provisions of Article 219 of the Company Act.

Submitted to:

The 2020 Annual General Meeting of Shareholders of the Company

Mirle Automation Corporation

Supervisors:

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March 18, 2021

Attachment 3

(Parent Company Only Financial Statements)

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Mirle Automation Corporation

Opinion

We have audited the accompanying parent company only financial statements of Mirle Automation Corporation (the “Corporation”), which comprise the parent company only balance sheets as of December 31, 2020 and 2019, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Corporation as of December 31, 2020 and 2019, and the parent company only financial performance and the parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

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

The key audit matter of the Corporation’s parent company only financial statements for the year ended December 31, 2020 is described as follows:

The Corporation is mainly engaged in the design, development, production and sale of medical equipment and its components, and provides after-sales services for these products. The Corporation also develops and sells software and databases used in automation equipment, and provides construction planning, installation, consulting and maintenance services for the above products.

Construction contract revenue is the Corporation’s major source of revenue (accounting for about 59% of total revenue). According to the International Financial Reporting Standards, construction contract revenue should be recognized based on the percentage of completion method. If the contract is expected to incur losses, the total loss should be recognized all at once.

Due to the fact that the contract or order may be started before the contract or order is confirmed, and the revenue recognized in advance according to the percentage of completion of the job, there is a risk that the amount of revenue recognized is incorrect; therefore, we considered the authenticity of the contract or order as a significant risk and deemed it as a key audit matter. Please refer to Notes 4 and 20 of the parent company only financial statements for the relevant accounting policies on revenue.

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The audit procedures performed in response to the aforementioned key audit matter are as follows:

We understood the internal controls of the contracts and orders, and tested the operating effectiveness of the controls.
We confirmed that the recognized construction contract revenue is based on actual contracts or orders.

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

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

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

Those charged with governance, including the supervisor, are responsible for overseeing the Corporation’s financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures
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in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

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

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

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

The engagement partners on the audits resulting in this independent auditors’ report are Mei-Chen Tsai and Ming Hui Chen.

Deloitte & Touche Taipei, Taiwan Republic of China

March 18, 2021

Notice to Readers

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

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

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MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 25) Contract assets - current (Notes 4, 5, 20 and 26) Notes receivable (Notes 4, 8, 20 and 25) Accounts receivable (Notes 4, 8, 20 and 25) Receivables from related parties (Notes 4, 20, 25 and 26) Other receivables (Notes 4, 8 and 25) Other receivables from related parties (Notes 4, 25 and 26) Inventories (Notes 4, 5 and 9) Other current assets (Note 14) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4, 7 and 25) Investments accounted for using the equity method (Notes 4 and 10) Property, plant and equipment (Notes 4, 11 and 26) Right-of-use assets (Notes 4 and 12) Intangible assets (Notes 4, 13 and 27) Deferred income tax assets (Notes 4 and 22) Prepayments for equipment Refundable deposits (Note 25) Prepayments for investments (Note 14) Total non-current assets		2020 Amount % $ 1,867,376 18 2,495,667 24 10,982 - 180,723 2 57,292 1 47,800 - 84 - 1,276,743 13 98,726 1 6,035,393 59 39,098 1 1,951,474 19 1,742,367 17 275,610 3 35,564 - 7,779 - 2,999 - 114,772 1 10,000 - 4,179,663 41		2019 Amount % $ 1,431,540 14 2,637,698 26 39,158 - 220,231 2 53,086 1 54,476 1 6,058 - 1,684,032 17 109,829 1 6,236,108 62 39,316 1 1,780,256 18 1,548,691 15 290,309 3 39,054 - 7,779 - 480 - 136,415 1 - - 3,842,300 38

TOTAL $ 10,215,056 100 $ 10,078,408 100

LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term bank loans (Notes 15 and 25) Contract liabilities - current (Notes 4, 5, 20 and 26) Notes payable (Note 25) Accounts payable (Note 25) Accounts payable to related parties (Notes 25 and 26) Current income tax liabilities (Notes 4 and 22) Provisions - current (Notes 4 and 17) Lease liabilities - current (Notes 4, 12 and 25) Current portion of long-term debt (Notes 15 and 25) Accrued expenses and other current liabilities (Notes 16, 21, 25 and 26) Total current liabilities NON-CURRENT LIABILITIES Long-term debt (Notes 15 and 25) Lease liabilities - non-current (Notes 4, 12 and 25) Net defined benefit liabilities - non-current (Notes 4 and 18) Guarantee deposits received (Note 25) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE CORPORATION (Notes 4 and 19) Common shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Exchange differences on the translation of the financial statements of foreign operations Unrealized loss on investments in financial assets at fair value through other comprehensive income Total equity attributable to shareholders of the Corporation Total shareholders’ equity TOTAL		2020 Amount % $ 300,000 3 1,643,586 16 20,476 - 1,720,190 17 6,867 - 158,310 2 3,131 - 24,241 - 5,000 - 611,138 6 4,492,939 44 1,058,967 10 257,252 3 306,390 3 298 - 1,622,907 16 6,115,846 60 1,955,312 19 253,729 2 852,644 8 173,348 2 1,016,226 10 (144,404) (1) (7,645) - 4,099,210 40 4,099,210 40 $ 10,215,056 100		2019
				Amount % $ 900,000 9 1,462,212 15 43,365 1 2,122,581 21 9,067 - 136,709 1 7,087 - 24,625 - - - 716,069 7 5,421,715 54 10,000 - 267,997 3 308,447 3 298 - 586,742 6 6,008,457 60 1,955,312 19 258,245 3 785,624 8 108,311 1 1,135,806 11 (164,948) (2) (8,399) - 4,069,951 40 4,069,951 40 $ 10,078,408 100

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

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MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

REALIZED GROSS PROFIT NET OPERATING REVENUE (Notes 20 and 26) OPERATING COSTS (Notes 9, 21 and 26) GROSS PROFIT REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 12, 21 and 26) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (gain) (Note 8) Total operating expenses OTHER OPERATING INCOME AND EXPENSES (Note 21) OPERATING INCOME NONOPERATING INCOME AND EXPENSES Interest income (Notes 21 and 26) Other income (Notes 13, 21 and 24) Other gains and losses (Notes 21 and 26) Finance costs (Note 21) Share of gain of subsidiaries and associates (Note 10) Foreign exchange loss, net Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 22) NET PROFIT FOR THE YEAR		2020 Amount % $ 7,484,989 100 5,800,638 77 1,684,351 23 760 - 1,685,111 23 311,748 4 353,533 5 391,330 5 3,465 - 1,060,076 14 49 - 625,084 9 4,052 - 21,738 - (5,499) - (13,656) - 73,077 1 (133,141) (2) (53,429) (1) 571,655 8 58,288 1 513,367 7		2019
				Amount % $ 10,033,116 100 7,979,470 80 2,053,646 20 195 - 2,053,841 20 437,007 4 355,168 4 423,393 4 (12,320) - 1,203,248 12 (227) - 850,366 8 8,456 - 7,614 - (3,193) - (10,647) - 47,783 1 (61,662) (1) (11,649) - 838,717 8 157,047 1 681,670 7 (Continued)

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MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) (Notes 19 and 25) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income Items that may be reclassified subsequently to profit or loss Exchange differences on the translation of the financial statements of foreign operations Total other comprehensive income (loss) TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 23) Basic Diluted		2020 Amount % $ (11,169) - 754 - (10,415) - 20,544 - 10,129 - $ 523,496 7 $ 2.63 $ 2.63		2019
				Amount % $ (11,469) - (2,904) - (14,373) - (62,133) (1) (76,506) (1) $ 605,164 6 $ 3.49 $ 3.49

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

(Concluded)

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MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Share Capital Issued and Outstanding Number of Shares (In Thousands) Amount 195,531 $ 1,955,312 - - - - - - - - - - - - - - - - 195,531 1,955,312 - - - - - - - - - - - - - - 195,531 $ 1,955,312		Capital Surplus	Capital Surplus		Retained Earnings	Retained Earnings
	Equity Component of Convertible Bonds Issued by the Corporation $ 234,579 - - - - - - - - 234,579 - - - - - - - $ 234,579	Investments in Associates Accounted for Using the Equity Method $ 8,776 - - - (4,395 ) 135 - - - 4,516 - - - (4,516 ) - - - $ -	Treasury Shares $ 19,150 - - - - - - - - 19,150 - - - - - - - $ 19,150
Number of Shares (In Thousands) 195,531 - - - - - - - - 195,531 - - - - - - - 195,531
				Legal Reserve $ 690,243 95,381 - - - - - - - 785,624 67,020 - - - - - - $ 852,644	Special Reserve $ 74,865 - 33,446 - - - - - - 108,311 - 65,037 - - - - - $ 173,348	Unappropriated Earnings $ 1,239,685 (95,381 ) (33,446 ) (645,253 ) - - 681,670 (11,469) 670,201 1,135,806 (67,020 ) (65,037 ) (488,828 ) (893 ) 513,367 (11,169) 502,198 $ 1,016,226

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

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MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss (gain) Finance costs Interest income Share of loss of subsidiaries and associates (Gain) loss on disposal of property, plant and equipment Write-downs (reversal of write-downs) of inventories Realized gain on transactions with subsidiaries and associates Net loss on foreign currency exchange Net gain on fair value change of financial assets designated as at fair value through profit or loss Lease modification benefits Changes in operating assets and liabilities Contract assets Notes receivable Accounts receivable Accounts receivable from related parties Other receivables Inventories Other current assets Contract liabilities Notes payable Accounts payable Accounts payables to related parties Provisions Accrued expenses and other current liabilities Net defined benefit liabilities Cash generated from operations Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Disposal of financial assets at fair value through profit or loss Acquisition of long-term investments accounted for using the equity method Increase in prepayments for long-term investments Net cash outflow on acquisition of subsidiaries	2020 $ 571,655 111,669 20,869 3,465 13,656 (4,052) (73,077) (49) (17,297) (760) 65,944 (204) (10) 132,887 28,610 (44,776) 23,305 6,700 424,586 11,103 181,374 (22,889) (404,595) (2,200) (3,956) (63,731) (13,226) 945,001 (36,687) 908,314 972 (530,000) 530,204 (39,280) (10,000) (42,966)	2019 $ 838,717 112,305 19,963 (3,176) 10,647 (8,456) (47,783) 227 4,050 (195) 53,831 (1,602) (1) 551,492 70,629 122,826 (630) 66,397 (41,450) 77,980 355,489 (5,156) (1,675,350) 3,351 4 (131,491) (33,004) 339,614 (231,802) 107,812 - (300,000) 752,304 - - (82,769) (Continued)

17 -

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Acquisition of property, plant and equipment Disposal of property, plant and equipment Decrease in refundable deposits Decrease in other receivables from related parties Acquisition of intangible assets Increase in prepayments for equipment Interest received Dividends received Net cash (used in) generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term bank loans Decrease in short-term bank loans Proceeds from long-term bank loans Repayments of long-term bank loans Repayment of the principal portion of lease liabilities Dividends paid Interest paid Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS, END OF THE YEAR	2020 $ (320,277) 2,324 21,643 6,172 (17,379) (2,519) 4,028 - (397,078) 2,780,000 (3,380,000) 1,058,967 (5,000) (25,011) (488,828) (13,608) (73,480) (1,920) 435,836 1,431,540 $ 1,867,376	2019 $ (60,430) - 4,459 16,250 (26,753) (97) 8,530 2,680 314,174 3,050,000 (2,500,000) - (377,857) (22,832) (645,253) (10,718) (506,660) (18,663) (103,337) 1,534,877 $ 1,431,540

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

(Concluded)

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(Consolidated Financial Statements)

Attachment 4

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Mirle Automation Corporation

Opinion

We have audited the accompanying consolidated financial statements of Mirle Automation Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

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

The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2020 is described as follows:

The Group is mainly engaged in the design, development, production and sale of medical equipment and its components, and provides after-sales services for these products. The Group also develops and sells software and databases used in automation equipment, and provides construction planning, installation, consulting and maintenance services for the above products.

Construction contract revenue is the Group’s major source of revenue (accounting for about 59% of total revenue). According to the International Financial Reporting Standards, construction contract revenue should be recognized based on the percentage of completion method. If the contract is expected to incur losses, the total loss should be recognized all at once.

19 -

Due to the fact that the contract or order may be started before the contract or order is confirmed, and the revenue will be recognized in advance according to the percentage of completion of the job, there is a risk that the amount of revenue recognized is incorrect; therefore, we considered the authenticity of the contract or order as a significant risk and deemed it as a key audit matter. Please refer to Notes 4 and 20 of the consolidated financial statements for the relevant accounting policies on revenue.

The audit procedures performed in response to the aforementioned key audit matter are as follows:

We understood the internal controls of the contracts and orders, and tested the operating effectiveness of the controls.
We confirmed that the recognized construction contract revenue is based on actual contracts or orders.

Other Matter

We have also audited the parent company only financial statements of Mirle Automation Corporation as of and for the years ended December 31, 2020 and 2019 on which we have issued an unmodified opinion.

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

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

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

Those charged with governance, including the supervisor, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

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

The engagement partners on the audits resulting in this independent auditors’ report are Mei-Chen Tsai and Ming Hui Chen.

Deloitte & Touche Taipei, Taiwan Republic of China

March 18, 2021

Notice to Readers

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

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

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MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 28) Contract assets - current (Notes 4, 5, 22 and 29) Notes receivable (Notes 4, 8, 22 and 28) Accounts receivable (Notes 4, 8, 22 and 28) Receivables from related parties (Notes 4, 22, 28 and 29) Other receivables (Notes 4, 8 and 28) Inventories (Notes 4, 5 and 9) Other current assets (Notes 4 and 16) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4, 7 and 28) Investments accounted for using the equity method (Notes 4 and 11) Property, plant and equipment (Notes 4, 12, 30 and 35) Right-of-use assets (Notes 4, 13 and 35) Intangible assets (Notes 4, 15 and 30) Goodwill (Notes 4, 14 and 27) Deferred income tax assets (Notes 4 and 24) Prepayments for equipment Refundable deposits (Note 28) Prepayments for investments (Note 16) Total non-current assets TOTAL		2020 Amount % $ 2,841,783 25 2,615,024 23 234,469 2 625,506 6 1,993 - 59,001 1 1,503,416 13 176,149 2 8,057,341 72 39,098 - 37,374 - 2,449,453 22 360,833 3 51,661 1 43,906 1 7,779 - 23,147 - 127,937 1 10,000 - 3,151,188 28 $ 11,208,529 100		2019 Amount % LIABILITIES AND EQUITY CURRENT LIABILITIES $ 2,211,104 19 Short-term bank loans (Notes 17 and 28) 2,607,856 23 Contract liabilities - current (Notes 4, 5, 22 and 29) 98,022 1 Notes payable (Note 28) 1,099,350 9 Accounts payable (Note 28) 4,000 - Accounts payable to related parties (Notes 28 and 29) 77,192 1 Current income tax liabilities (Notes 4 and 24) 2,207,603 19 Provisions - current (Notes 4 and 19) 200,500 2 Lease liabilities - current (Notes 4, 13 and 28) Current portion of long-term borrowings (Notes 17 and 28) 8,505,627 74 Accrued expenses and other current liabilities (Notes 18, 28 and 29) Total current liabilities 39,316 1 NON-CURRENT LIABILITIES 24,418 - Long-term bank loans (Notes 17 and 28) 2,278,356 20 Lease liabilities - non-current (Notes 4, 13 and 28) 376,296 3 Net defined benefit liabilities - non-current (Notes 4 and 20) 51,376 1 Guarantee deposits received (Note 28) 12,663 - Other non-current liabilities 7,779 - 19,378 - Total non-current liabilities 147,789 1 - - Total liabilities 2,957,371 26 EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE CORPORATION (Notes 4 and 21) Common shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Exchange differences on the translation of the financial statements of foreign operations Unrealized gain (loss) on investments in financial assets at fair value through other comprehensive income Total equity attributable to shareholders of the Corporation NON-CONTROLLING INTERESTS (Notes 4 and 21) Total equity $ 11,462,998 100 TOTAL		2020 Amount % $ 300,000 3 1,676,671 15 63,447 1 2,641,198 24 5,278 - 160,823 1 4,356 - 24,241 - 5,000 - 595,338 5 5,476,352 49 1,058,967 9 257,252 2 306,390 3 318 - 88 - 1,623,015 14 7,099,367 63 1,955,312 18 253,729 2 852,644 8 173,348 1 1,016,226 9 (144,404) (1) (7,645) - 4,099,210 37 9,952 - 4,109,162 37 $ 11,208,529 100		2019
								Amount % $ 900,000 8 1,520,694 13 75,491 1 3,334,036 29 191 - 141,488 1 8,035 - 24,625 - - - 797,868 7 6,802,428 59 10,000 - 267,997 2 308,447 3 3,530 - 463 - 590,437 5 7,392,865 64 1,955,312 17 258,245 2 785,624 7 108,311 1 1,135,806 10 (164,948) (1) (8,399) - 4,069,951 36 182 - 4,070,133 36 $ 11,462,998 100

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

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MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET SALES (Notes 4, 22, 29 and 35) OPERATING COSTS (Notes 4, 9, 23 ,26 and 29) GROSS PROFIT OPERATING EXPENSES (Notes 23 and 29) Selling and marketing expense General and administrative expense Research and development expense Expected credit gain Total operating expenses OTHER OPERATING INCOME AND EXPENSES (Note 23) OPERATING INCOME NONOPERATING INCOME AND EXPENSES Interest income (Note 23) Other income (Notes 9, 15, 23 and 26) Other gains and losses (Notes 23 and 29) Finance costs (Note 23) Share of loss of associates (Note 11) Foreign exchange loss, net Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 24) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Note 21) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans		2020 Amount % $ 8,908,665 100 7,025,359 79 1,883,306 21 360,546 4 432,550 5 422,972 4 (64) - 1,216,004 13 1,668 - 668,970 8 22,999 - 56,526 1 (5,382) - (13,656) - (20,915) - (130,769) (2) (91,197) (1) 577,773 7 64,389 1 513,384 6 (11,169) -		2019
				Amount % $ 12,507,333 100 10,181,719 81 2,325,614 19 490,452 4 438,564 4 528,979 4 (12,127) - 1,445,868 12 (389) - 879,357 7 23,168 - 37,701 - (3,910) - (16,135) - (10,777) - (61,714) - (31,667) - 847,690 7 166,022 1 681,668 6 (11,469) - (Continued)

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MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income Items that may be reclassified subsequently to profit or loss: Exchange differences on the translation of the financial statements of foreign operations Other comprehensive income (loss) for the year TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT (LOSS) ATTRIBUTABLE TO Shareholders of the Corporation Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO Shareholders of the Corporation Non-controlling interests EARNINGS PER SHARE (Note 25) Basic Diluted		2020 Amount % $ 754 - 20,542 - 10,127 - $ 523,511 6 $ 513,367 6 17 - $ 513,384 6 $ 523,496 6 15 - $ 523,511 6 $ 2.63 $ 2.62		2019
				Amount % $ (2,904) - (62,150) (1) (76,523) (1) $ 605,145 5 $ 681,670 5 (2) - $ 681,668 5 $ 605,164 5 (19) - $ 605,145 5 $ 3.49 $ 3.48

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

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MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

		Equity Attributable t	Equity Attributable t	Equity Attributable t	o Shareholders of the Corporation
Share Capital Issued and Outstanding		Capital Surplus			Retained Earnings	Unrealized Gain (Loss) on Investments in Equity Exchange Instruments Differences on Financial Translation Assets of the Financial at Fair Value Statements of Through Other Foreign Comprehensive Total Operations Income $ 2,004,793 $ (102,815 ) $ (5,495 ) - - - - - - (645,253 ) - - - - - - - - 681,670 - - (11,469) (62,133) (2,904) 670,201 (62,133) (2,904) 2,029,741 (164,948 ) (8,399 ) - - - - - - (488,828 ) - - (893 ) - - 513,367 - - (11,169) 20,544 754 502,198 20,544 754 - - - $ 2,042,218 $ (144,404) $ (7,645)
		Equity Component of Investments in Convertible Associates Bonds Issued Accounted for by the Using the Corporation Equity Method $ 234,579 $ 8,776 - - - - - - - (4,395 ) - 135 - - - - - - 234,579 4,516 - - - - - - - (4,516 ) - - - - - - - - $ 234,579 $ -	Treasury Shares $ 19,150 - - - - - - - - 19,150 - - - - - - - - $ 19,150	Total $ 262,505 - - - (4,395 ) 135 - - - 258,245 - - - (4,516 ) - - - - $ 253,729
Number of Shares (In Thousands) 195,531 - - - - - - - - 195,531 - - - - - - - - 195,531	Amount $ 1,955,312 - - - - - - - - 1,955,312 - - - - - - - - $ 1,955,312
					Unappropriated Legal Reserve Special Reserve Earnings $ 690,243 $ 74,865 $ 1,239,685 95,381 - (95,381 ) - 33,446 (33,446 ) - - (645,253 ) - - - - - - - - 681,670 - - (11,469) - - 670,201 785,624 108,311 1,135,806 67,020 - (67,020 ) - 65,037 (65,037 ) - - (488,828 ) - - (893 ) - - 513,367 - - (11,169) - - 502,198 - - - $ 852,644 $ 173,348 $ 1,016,226

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

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MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit gain Finance costs Interest income Share of loss of associates (Gain) loss on disposal of property, plant and equipment Loss on disposal of other assets Write-downs (reversal of write-downs) of inventories Net loss (gain) on foreign currency exchange Net gain on fair value change of financial assets designated as at fair value through profit or loss Lease modification benefits Changes in operating assets and liabilities Contract assets Notes receivable Accounts receivable Accounts receivable from related parties Other receivables Inventories Other current assets Contract liabilities Notes payable Accounts payable Accounts payable to related parties Provisions Accrued expenses and other current liabilities Net defined benefit liabilities Cash generated from operations Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Disposal of financial assets at fair value through profit or loss Acquisition of long-term investments accounted for using the equity method Increase in prepayments for long-term investments Acquisition of property, plant and equipment	2020 $ 577,773 148,021 22,662 (64) 13,656 (22,999) 20,915 (1,697) 29 (19,637) 66,142 (204) (10) (16,312) (136,013) 421,831 2,007 18,203 723,485 33,761 155,977 (12,044) (695,042) 5,087 (3,679) (161,855) (13,226) 1,126,767 (45,054) 1,081,713 972 (530,000) 530,204 (39,280) (10,000) (336,740)	2019 $ 847,690 150,400 21,863 (2,983) 16,135 (23,168) 10,777 388 1 6,288 (19,740) (1,602) (1) 904,661 106,046 (8,067) 3,250 (10,357) (60,348) 139,661 358,343 (14,206) (1,654,987) 191 166 (67,155) (33,004) 670,242 (236,758) 433,484 - (300,000) 752,304 - - (92,917) (Continued)

26 -

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Disposal of property, plant and equipment Decrease in refundable deposits Acquisition of intangible assets Net cash (outflow) inflow on acquisition of subsidiaries (Increase) decrease in prepayments for equipment Interest received Net cash (used in) generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term bank loans Decrease in short-term bank loans Proceeds from long-term bank loans Repayments of long-term bank loans Decrease in guarantee deposits Repayment of the principal portion of lease liabilities Dividends paid Acquisition of subsidiaries Interest paid Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS, END OF THE YEAR	2020 $ 19,498 19,902 (22,737) (23,130) (3,769) 13,589 (381,491) 2,780,000 (3,380,000) 1,058,967 (5,000) (3,212) (25,011) (488,828) - (13,608) (76,692) 7,149 630,679 2,211,104 $ 2,841,783	2019 $ 13 6,945 (28,078) 56,865 18,739 24,165 438,036 3,050,000 (2,500,000) - (377,857) (113) (22,832) (645,253) (20,908) (16,205) (533,168) (36,357) 301,995 1,909,109 $ 2,211,104

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

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Attachment 5

Mirle Automation Corporation The 2020 Statement of Retained Earnings

Unit: NT$

The 2020 Statement of Ret	ained Earnings Unit: NT$	ained Earnings Unit: NT$
Item Undistributed earnings at the beginning of the period (Note 1) Net income after tax Actuarial gains (losses) included in retained earnings Changes in affiliates accounted for using the equity method (Note 2) Adjustments to net income after tax Net income after tax plus the amount of items other than net income for the period included in Undistributed earnings for the year To appropriate the legal reserve (10%) Reverse the special reserve provided under the law (Note 3) Retained earnings for the current period Distribution items: Dividends to shareholders -Cash $2.0 Undistributed earnings at the end of the period	Amount
	$513,366,802 (11,168,732) ( 892,707) (391,062,452)	$514,922,843 501,305,363
		1,016,228,206 (50,130,536) 21,297,431
		987,395,101 (391,062,452)
		$596,332,649

Explanation:

I. The remaining balance of undistributed earnings at the beginning of the period was $514,922,843 after the 2019 distribution.

II. The changes in affiliates for using the equity method ,it is the equity change of the invested company.

III. The special reserve was adjusted for the translation difference of the financial statements of foreign operating companies and the difference in unrealized gain or loss on valuation of investments in equity instruments measured at fair value through other comprehensive income, which was $21,297,431.(173,346,857 - 144,404,777 - 7,644,649 = $21,297,431)

Board Chairman & President: Sun, Hung

Accounting Supervisor: Lin, Fan-Yi

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Attachment 6

Mirle Automation Corporation

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

Item	Amended Provision	Current Provision	Reason of Amendment
Article 4	The unit in charge of meeting-related matters appointed by the Company’s Board of Directors is theFinancial Center. The unit responsible for board meetings shall draft agenda items and prepare sufficient meeting materials, and shall deliver them together with the notice of meeting. A director who is of the opinion that the meeting materials provided are insufficient may request their supplementation to the unit responsible for board meetings. If a director is of the opinion that the materials concerning any proposal are insufficient, the deliberation of such proposal may be postponed by a resolution of the Board of Directors.	The unit in charge of meeting-related matters appointed by the Company’s Board of Directors is theFinance Division. The unit responsible for board meetings shall draft agenda items and prepare sufficient meeting materials, and shall deliver them together with the notice of meeting.	Paragraph 1 is amended according to the current name of the organization. The amendment is in accordance with the Letter of the Taiwan Stock Exchange Corporation dated June 3, 2020 (Reference No. Tai- Cheng-Chih- Li-Tzu- 1090009468).
Article 7	The Chairman shall be the chair of the Company’s Board meetings convened thereby. However,with respect tothe first meeting of each newly elected Board of Directors, it shall be called and chaired by the director that has received votes representing the largest portion of voting rights at the shareholders’ meeting in which the directors were elected. If two or more directors are entitled to convene the meeting, they shall select from among themselves one director to serve as the chair. According to Paragraph 4, Article 203 or	All Board of Directors meetings of the Company shallbe convenedandchaired by the Chairman. However, the first meeting of each newly elected Board of Directors shall be called and chaired by the director who has received votes representing the largest portion of voting rights at the shareholders’ meeting. If two or more directors are entitled to convene the meeting, they shall select from among themselves one director to serve as the chair. When the Chairman is on leave or unable to perform his/her duty for any reason, the Vice Chairman shall act on behalf of the Chairman. In case there is no Vice Chairman or the Vice Chairman is also on leave or unable to perform his/her duty for any reason, the Chairman shall appoint one of the managing directors to act as the chair, or, if there are no managing directors, one of the directors shall be appointed to act as the chair. Provided the Chairman does not appoint a proxy, the managing directors or directors shall select from among themselves one person to serve as the chair.	The amendment is in accordance with the Letter of the Taiwan Stock Exchange Corporation dated June 3, 2020 (Reference No. Tai- Cheng-Chih- Li-Tzu- 1090009468).
	Paragraph 3, Article 203-1 of the Company Act, if a Board meeting is convened by the majority or more of the directors, they shall select from among themselves one director to serve as the chair. When the Chairman is on leave or unable to perform his/her duty for any reason, the Vice Chairman shall act on behalf of the Chairman. In case there is no Vice Chairman or the Vice Chairman is also on leave or unable to perform his/her duty for any reason, the Chairman shall appoint one of the managing directors to act as the chair, or, if there are no managing directors, one of the directors shall be appointed to act as the chair. Provided the Chairman does not appoint a proxy, the managing directors or directors shall select from among themselves one person to serve as the chair.

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Article 8	When a Board of Directors meeting is convened, related materials shall be prepared and provided to the attending directors for reference. The personnel of the relevant departments or subsidiaries may be notified to attend the board meeting as nonvoting participants depending on the contents of the proposal. When necessary, the Company may invite	When a Board of Directors meeting is convened, related materials shall be prepared and provided to the attending directors for reference. The personnel of the relevant departments or subsidiaries may be notified to attend the board meeting as nonvoting participants depending on the contents of the proposal.When necessary, the Company may invite certificated public accounts, attorneys, or other professionals	The contents in Paragraph 2 are moved to Paragraph 3 and the numbers of the following paragraphs are adjusted accordingly. A part of the contents in the last paragraph is deleted.
	certificated public accounts, attorneys, or
	other professionals to attend as nonvoting	to attend as nonvoting participants and to
	participants and to make explanatory statements. However, they shall leave the	make explanatory statements. However, they shall leave the meeting at the time of
	meeting at the time of discussion and balloting. The chair shall announce the opening of the meeting when the time schedule is due and a majority of the directors are present. If one-half of all the directors are not in attendance at the meeting time, the chair may announce a postponement of the meeting, provided that no more than two such postponements may be made. If the quorum is still not met after two postponements, the chair shall reconvene the meeting in accordance with the procedure set forth in Paragraph 2 of Article 3. The number of "all directors" in the preceding paragraph shall be counted as the actual number of directors who are in office.	discussion and balloting. The chair shall announce the opening of the meeting when the time schedule is due and a majority of the directors are present. If one-half of all the directors are not in attendance at the meeting time, the chair may announce a postponement of the meeting, provided that no more than two such postponements may be made. If the quorum is still not met after two postponements, the chair shall reconvene the meeting in accordance with the procedure set forth in Paragraph 2 of Article 3. The number of "all directors" in the preceding paragraph~~and Sub-paragraph~~ ~~2, Paragraph 2 of Article 16 ~~shall be counted as the actual number of directors who are in office.
Article 11	Paragraphs 1 and 2 are omitted. If at any time during the proceeding of a board meeting the number of directors sitting at the meeting does not constitute a majority of the attending directors, the chair shall announce a suspension of the meeting upon the motion by a director sitting at the meeting, in which case Paragraph5 of Article 8 shall apply mutatis mutandis.	Paragraphs 1 and 2 are omitted. If at any time during the proceeding of a board meeting the number of directors sitting at the meeting does not constitute a majority of the attending directors, the chair shall announce a suspension of the meeting upon the motion by a director sitting at the meeting, in which case Paragraph3 of Article 8 shall apply mutatis mutandis.	The amendment is in accordance with the Letter of the Taiwan Stock Exchange Corporation dated June 3, 2020 (Reference No. Tai- Cheng-Chih- Li-Tzu- 1090009468).
Article 13	If a proposal in discussion is ready for balloting, the chair of a board meeting may discontinue further discussions and have the proposal put to vote. If no attending directors voice an objection following an inquiry by the chair to the proposal put to vote in the board meeting, the proposal is deemed to have been passed.If there is an objection following an inquiry by the chair, the proposal shall be brought to a vote. (Omitted)	If a proposal in discussion is ready for balloting, the chair of a board meeting may discontinue further discussions and have the proposal put to vote. If no attending directors voice an objection following an inquiry by the chair to the proposal put to vote in the board meeting, the proposal is deemed to have been passed. (Omitted)
Article 15	Paragraph 1 is omitted. If a director’s spouse or relatives within the second degree of kinship, or any company which has a controlling or subordinate relation with the director has	Paragraph 1 is omitted. According to Paragraph3,Article 206 of the Company Act, Paragraph 2 of Article 180 shall apply mutatis mutandis to the resolution of the Board of Directors with respect to the Company’s directors who shall not exercise their voting rights in accordance with the preceding provision.
	interests in any matter under discussion in
	the meeting, such director shall be deemed to have a personal interest in the
	matter.

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	According to Paragraph4,Article 206 of the Company Act, Paragraph 2 of Article 180 shall apply mutatis mutandis to the resolution of the Board of Directors with respect to the Company’s directors who shall not exercise their voting rights in accordance with the provisions.
Article 16	Paragraph 1 is omitted. The resolutions reached by the Board of Directors that fall under the following circumstance must be documented in the meeting minutes and transmitted to the Market Observation Post System designated by the Financial Supervisory Commission for public announcement within two days after the board meeting: There is any objection or reservation from any independent director that has been included in records or stated in writing. (Omitted)	Paragraph 1 is omitted. The resolutions reached by the Board of Directors that fall under the following circumstance must be documented in the meeting minutes and transmitted to the Market Observation Post System designated by the Financial Supervisory Commission,~~Executive Yuan ~~for public announcement within two days after the board meeting: There is any objection or reservation from any independent director that has been included in records or stated in writing. (Omitted)
Article 17	Adoptions or amendments to the Rules shall be agreed on by the Company’s Board of Directors.	Adoptions or amendments to the Rules shall be agreed on by the Company’s Board of Directors~~and submitted in a~~ ~~report to a shareholders’ meeting.~~

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Attachment 7

Mirle Automation Corporation

Comparison Table of Amendments to the Code of Ethical Conduct

Item	Amended Provision	Current Provision	Descriptions
Article 11	Prevention of conflicts of interests The Company's personnel shall handle the business in an objective and efficient manner and shall not take advantage of his/her function in the Company to achieve improper gains for the following persons or companies: `一、`The personnel, his/her spouse or relatives within thesecond degree of kinship. `二、`The companies in which the persons in the preceding sub- paragraph directly or indirectly having financial interests. `三、`The companies in which the personnel concurrently serves as the chairman, or a director or senior manager. (Paragraph 2 is omitted.)	Prevention of conflicts of interests The Company's personnel shall handle the business in an objective and efficient manner and shall not take advantage of his/her function in the Company to achieve improper gains for the following persons or companies: 1. The personnel, his/her spouse, ~~parents, childreno~~r relatives within thethirddegree of kinship. 2. The companies in which the persons in the preceding sub- paragraph directly or indirectly having financial interests. 3. The companies in which the personnel concurrently serves as the chairman, or a director or senior manager. (Paragraph 2 is omitted.)	Given that parents and children are classified as relatives within the second degree of kinship, the contents are simplified.
Article 18	Encouragement to reporting of any illegal behavior or violation of the Code of Ethical Conduct The Company shall actively promote ethical principles and encourage the employees to report any known or suspected illegal behavior or violation of the Code of Ethical Conduct to the supervisor, manager, internal auditor or other appropriate personnel.In order to encourage the employees to report illegal behavior, the Company shall establish a specific whistle-blowing system for anonymous reporting and the employees shall be made aware that the Company will spare no effort to ensure the safety of whistle-blowers and protect them from retaliation.	Encouragement to reporting of any illegal behavior or violation of the Code of Ethical Conduct The Company shall actively promote ethical principles and encourage the employees to report any known or suspected illegal behavior or violation of the Code of Ethical Conduct to the supervisor, manager, internal auditor or other appropriate personnel~~and provide sufficient~~ ~~information for the Company to~~ ~~handle the follow-up matters~~ ~~appropriately. The Company shall~~ ~~handle the reported cases in a~~ ~~confidential mannera~~nd the employees shall be made aware that the Company will spare no effort to ensure the safety of ~~the~~ ~~employees reporting cases in good~~ ~~faith~~.	The contents are amended with reference to the regulations regarding anonymous reporting in Article 23 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
Article 22	Implementation The Code shall be implementedand submitted to the shareholders’ meeting upon approval of the Company’s Board of Directors. The same apply to subsequent amendments. `一、`Date of adoption and approval:The10th meeting of	Implementation The Code shall be implemented upon approval of the Company’s Board of Directors. The same shall apply to subsequent amendments. 1. Date of adoption and approval: The 10th meeting of the 9th Board of Directors on December 26,2014.	Subject to the actual date of implementation and amendment.

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Item	Amended Provision	Current Provision	Descriptions
	the 9th Board of Directors on December 26, 2014. `二、`Date of amendment: The 9th meeting of the 11th Board of Directors on November 9, 2020.

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Attachment 8

Mirle Automation Corporation

Comparison Table of the Amended Articles of Incorporation

Item	Amended Provision	Current Provision	Explanation of the amendments
Article 43-1	The Company's dividend policy shall enable the shareholders to share the Company’s earnings and business results and aim at expanding the business scale and stabilizing the profitability continuously. The Company shall set aside 10% of the remaining balance of each fiscal year's earnings as legal reserve, except when the accumulated legal reserve has reached the Company's total capital, after making up for prior years' losses in addition to paying income tax.The Company shall then set aside or reverse the special reserve in accordance with the law. If there is any remaining balance, together with the accumulated undistributed earnings,at least 30% shall be set aside for dividend distribution to shareholders, and the annual cash dividends shall not be less	The Company's dividend policy shall enable the shareholders to share the Company’s earnings and business results and aim at expanding the business scale and stabilizing the profitability continuously.~~Conditions~~ ~~and timing of distribution: ~~Besides paying income tax, the Company should first make up for the previous year's losses and then set aside 10% of the remaining amount as legal reserve for each fiscal year, except when the accumulated legal reserve has reached the Company's total capital. The Company shall then set aside or reverse the special reserve in accordance with the law. If there is any remaining balance, together with the accumulated undistributed earnings, the Board of Directors shall prepare a proposal for the distribution of earnings according to actual needs and submit it to the shareholders' meeting for resolution to distribute dividends and bonuses to the shareholders, with the remaining balance reserved.The annual cash dividends shall not be less than 40% of the total dividends paid in the current year.	To establish a specific and definite dividend policy in accordance with corporate governance.
	than 40% of the total dividends paid in
	the current year;the board of directors shall prepare a proposal for distribution of earnings according to actual needs and submit it to the shareholders' meeting for resolution to distribute dividends and bonuses to shareholders, with the remaining balance reserved. If the aforementioned earnings are distributed as cash dividends, the Board
	of Directors is authorized to distribute them by a special resolution and report
	them to the shareholders.

Article 46	The Articles of Incorporation was established on January 18, 1989, signed by all founders and approved by the Ministry of Economic Affairs on February 2 in the same year. (The dates of the first to twenty-fourth amendments are omitted) 25. The 25th amendment was made on June 14, 2018. 26. The 26th amendment is made on June 11, 2021.	The Articles of Incorporation was established on January 18, 1989, signed by all founders and approved by the Ministry of Economic Affairs on February 2 in the same year. (The dates of the first to twenty-fourth amendments are omitted) 25. The 25th amendment was made on June 14, 2018.	The date of this amendment is added.

Attachment 9

Mirle Automation Corporation 2021

Regulations Governing Issuance of Restricted Stock Awards (RSA)

Article 1: Purpose

In order to recruit and retain key personnel to achieve the Company's mid-term and long-term goals and hoping to encourage employees to make every endeavor to achieve the Company's operating goals to create more interest for the Company and shareholders and to ensure the integration of interests of the Company's employees and shareholders, the Company establishes the Regulations Governing Issuance of Restricted Stock Awards (RSA) (hereinafter referred to as these “Regulations”) in accordance with Paragraph 9 of Article 267 of the Company Ac, and the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” promulgated by FSC (hereinafter referred to as the “Regulations Governing the Offering”).

Article 2: Issue Period

The issue is allowed to be completed in full or in batch, if necessary, within one year from the date of receipt of a notice of effective registration from the competent authority. The Board of Directors shall authorize the Chairman to set the actual issue date.

Article 3: Qualification Requirements

(I) The employees who are eligible for the allotted RSA are limited to the full-time employees who have taken the office on the same date of allotment of the RSA and also satisfied specific performance criteria.
(II) The qualified employees are limited to the following:
Key personnel involved in the Company's future development;
With the personal performance adding considerable value to the Company; or
New core employees.
(III) The Chairman shall propose and submit to the Board of Directors for the approval of the number of RSA allowable to qualified employees by reference to their seniority, job rank, performance overall contribution or special achievement, or any other conditions to be considered by the management. Notwithstanding, in the case of managers or directors who also serve as the role as employees, a prior approval shall be obtained from the Remuneration Committee.
(IV) Where the Company issues the employee stock warrant under Paragraph 1 of Article 56-1 of the Regulations Governing the Offering, the cumulative number of shares subscribable for by a single employee, in combination with the cumulative number of the RSA obtained by the employee, may not exceed 0.03% of the Company's total issued shares. And the above in combination with the cumulative number of the employee stock warrant issued

by the Company in accordance with Paragraph 1 of Article 56 of the Regulations Governing the Offering and subscribable for by the single employee may not exceed 1% of the Company's total issued shares. However, with special approval from the central competent authority of the relevant industry, the total number of employee stock warrants and RSA obtained by a single employee may be exempted from said restrictions. Where the competent authority updates any relevant requirements, the updated laws and competent authority’s requirements shall apply.

Article 4: Total Number of Shares to be Issued

The new common stocks issued to and awarded to employees total 2,000 thousand shares, at par value of NT$10 per share, amounting to NT$20,000.

Article 5: Issue Criteria

(I) Issue price: Issued without consideration and at NT$0 per share.
(II) The shares issued and awarded to employees are categorized as new common shares and the rights and obligations thereof are subject to restrictions until vesting conditions are met, as same as the other outstanding common shares.
(III) Vesting conditions
Employees who still hold the position on each vesting date after being allotted the RSA and are held by the Company free from violations of the Company's labor contract, employees’ code of ethical conduct, trust contract, corporate governance best practice principles, ethical management best practice principles, work rules, non-competition and confidentiality rule or agreements/contracts with the Company, and have also attained the personal performance appraisal indicators set by the Company may receive the RSA in the following manner on each vesting date of each year:

For expiration of one year: 20%

For expiration of two years: 25%

For expiration of three years: 25%

For expiration of four years: 30%

Personal performance indicators: Performance appraisal rating attains B or above in the most recent year upon expiration of the vesting period.
(IV) Measures to be taken if any employee fails to satisfy the vesting conditions
1.Where an employee no longer holds the office, materially violates the circumstances referred to in the sub-paragraph 1, Paragraph 3 of Article 5 herein or fails to attain the personal performance appraisal indicators set by the Company on any vesting date after becoming eligible for the RSA, the RSA under the vesting conditions which he/she doesn't meet shall be recalled without consideration and canceled accordingly.

2.Where any employee resigns voluntarily or is dismissed or laid off during the vesting period, the number of shares which have not yet been vested in him/her shall be recalled by the Company without consideration, and then canceled.
(V) Upon occurrence of the following causes, the RSA not yet vested shall be handled in the following manners:
1.Leave without pay:

Calculation of the RSA to be awarded to employees on leave without pay upon the Company's approval before the vesting period is met shall be suspended as of the effective date of leave without pay and resumed as of the date of resumption and the vesting schedule referred to in Paragraph 3 of Article 4 herein shall be deferred relatively subject to the period of leave without pay, provided that where the employees have not resumed their posts upon expiration of the leave without pay, the employees shall be considered as resigning voluntarily.

2.Transferred to affiliates:

The RSA for employees who apply for transfer to any affiliates voluntarily and fail to satisfy the vesting conditions shall be recalled by the Company without consideration. Where the employees transfer to the affiliates upon the Company's approval in order to satisfy the Company’s operating needs, the right and obligations in the RSAs for any of the employees having not satisfied the vesting conditions shall remain unaffected and shall still apply the Regulations, provided that those for personal performance indicators shall be re-measured based on the performance criteria after transfer to the affiliates and the employees shall continue to serve in the affiliates or the Company on vesting day or the RSA under the vesting conditions which the employees have not yet met shall be recalled without consideration and canceled by the Company accordingly.

3.Retirement:

In the event of employees’ application for retirement, the RSA shall be held failing to meet the vesting conditions on the effective date of retirement, and shall be recalled without consideration and canceled by the Company accordingly.

4.Employees who cannot continue to work because of disability as a result of
occupational hazard:

The RSA not yet vested in them may be vested in them on the date of their resignation only in the vesting year when the Company's operating and personal performance indicators are confirmed to be met. The actual number of shares vested on that year shall be calculated based on the vesting conditions set forth herein; In the vesting year in which it is impossible to verify how the personal performance indicators are met, the RSA not yet vested in them may be vested to them in whole.

5.Dead for general causes or occupational hazards:

In the event of any employee’s death, with respect to the RSA not yet vested in

him/her, his/her successor may complete all statutory procedures and provide related

certificates and then apply for the shares to be inherited by the successor or disposed equity. Notwithstanding, in the case of an employee’s death, the actual number of shares vested in the vesting year when his/her personal performance indicators are confirmed to be met shall be calculated based on the vesting conditions set forth herein. In the vesting year in which it is impossible to verify how the personal performance indicators are met, the RSA not yet vested in the employee may be vested in the employee as a whole.

6.Where the Company proceeds with organization restructuring according to the Business Mergers and Acquisitions Act, the Board of Directors shall authorize whether the RSA not yet vested should be held that meeting or not meeting the vesting conditions, and the percentage of vested shares.
7.Where the employee has made outstanding contribution to the Company, upon termination of the employment relationship with the employee, the Chairman is authorized to approve whether the RSA not yet vested should be held that meeting or not meeting the vesting conditions and the percentage of vested shares, case by case, provided that in the case of managers, a prior approval shall be obtained from the Remuneration Committee.
(VI) The Company will cancel the RSA recalled by the Company without consideration.

Article 6: RSA after becoming eligible for the allotment of new shares but before meeting the vesting conditions

(I) After becoming eligible for the allotment of new shares but before meeting the vesting conditions, except in the case of inheritance, the employee shall not sell, pledge, transfer or give the RSA to any others, or create mortgage thereof, or dispose of the same in any other manners.
(II) After becoming eligible for the allotment of new shares but before meeting the vesting conditions, the rights, including attendance, proposition, speech, voting and right of election, vested in the employee shall be identical with those with respect to the common shares already issued by the Company and shall be exercised pursuant to the trust contract.
(III) Any other rights vested in the employee who becomes eligible for the RSA pursuant to the Regulations but has not yet met the vesting conditions, including but not limited to, rights to receive allotted bonus, stock dividends, legal reserve and capital surplus and the right to subscribe for new shares issued through capital increase in cash, shall be identical with those with respect to the common shares already issued by the Company. The stocks and dividends received by the employee are free from the restriction posed by the vesting period. The relevant operations shall be executed pursuant to the trust contract.
(IV) The time and procedure to relieve the restrictions on the stocks vested in the employee who meets the vesting conditions on the book closure dates for issuance of bonus shares, cash dividends and subscription for new shares issued through capital increase in cash of

the Company and of a shareholders’ meeting referred to in Paragraph 3 of Article 165 of the Company Act, or from statutory book closure date de facto until the record date for distribution of rights shall be governed by the trust contract or related laws and regulations.

Article 7: Other Clauses

(I) Upon issuance of the RSA, an application for putting the same in trust shall be filed. Meanwhile, before the vesting conditions are met, no employee may claim return of the RSA against the trustee with any excuse or in any manner.
(II) When the RSA is put in trust, the Company or the Company's designee shall handle (including but not limited to) the negotiation, execution, amendment, extension, renewal, rescission and termination of the trust contract with the trustee, and give the directions on delivery, utilization and disposal of the trust property, on behalf of the employees with full power.

Article 8: Execution of Contract and Confidentiality

(I) Upon becoming eligible for the RSA, an employee shall execute the “RSA Agreement” after receiving the notice from the responsible unit in the Company and complete the related trust procedures and then may be held obtaining the RSA affirmatively. Any employee who fails to execute the related documents as required shall be considered waiving his/her right to receive the RSA.
(II) The employee, as well as any owner of the RSA referred to herein and derivative equity, shall comply with the Regulations and the “RSA Agreement.” Otherwise, he/she will be held as failing to meet the vesting conditions. Said employee and owner shall also comply with the Company’s non-disclosure requirement posed on salary and remuneration, and be prohibited from inquiring the quantity and details about another person’s RSA or disclosing the details or quantity of the RSA granted to them or disclosing the related contents and personal equity to any person. If they fail to comply with the requirements, the Company is entitled to recall the RSA which has not yet met the vesting conditions without consideration, and cancel the same.

Article 9: Tax

The tax to be imposed on the RSA allotted herein shall be governed by the R.O.C. Laws prevailing then.

Article 10: Other Important Matters

(I) The Regulations shall take effect and be enforced upon approval of majority of the directors present at a Board meeting attended by more than two-thirds of the whole directors and per the resolution adopted by a shareholders’ meeting. Where it is necessary to amend the Regulations due to changes in laws and regulations and upon the competent

authority’s requirement, the Chairman is authorized to do so and the RSA may be issued only after the amended Regulations are proposed to the Board meeting for ratification.
(II) The Board of Directors or its designee is authorized to amend or execute any matters not covered herein pursuant to related laws with full power, unless otherwise provided in the laws.

Mirle Automation Corporation Shareholding of Directors and Supervisors

Appendix 1

Record Date: April 13, 2021

Title	Name	Elected Date	Shareholding when Elected	Shareholding when Elected	Shareholding when Elected	Current Shareholding	Current Shareholding	Current Shareholding
			Type	No. of shares	Ratio to current issued shares	Type	No. of shares	Ratio to current issued shares
Chairman	Hung Sun	2019.06.14	Common stock	3,823,059	1.96%	Common stock	3,823,059	1.96%
Director	Wei-Chen Lee, Representative of Lien Sheng Investment Co., Ltd	2019.06.14	Common stock	8,895,541	4.55%	Common stock	8,895,541	4.55%
Director	Feng-Hsi Wei, Corporate Representative of I-MEI Foods Co.,Ltd.	2019.06.14	Common stock	11,496,066	5.88%	Common stock	11,496,066	5.88%
Independent Director	Ching-Yi Wang	2019.06.14	Common stock	0	0.00%	Common stock	0	0.00%
Independent Director	Chia-Ming Hsu	2019.06.14	Common stock	63,803	0.03%	Common stock	63,803	0.03%
Supervisor	Chun-Te Chang	2019.06.14	Common stock	815,000	0.42%	Common stock	815,000	0.42%
Supervisor	Chang Hsu	2019.06.14	Common stock	0	0.00%	Common stock	0	0.00%
Supervisor	Chih-Ming Kao	2019.06.14	Common stock	1,337,983	0.68%	Common stock	1,337,983	0.68%
Total			Common stock	26,431,452			26,431,452

Total shares issued as of June 14, 2020:[195,531,226 shares ]

Total shares issued as of April 13, 2021:[195,531,226 shares ]

Note: The number of shares which shall be held by all the Company’s directors is 11,731,873 in accordance with the law. As of April 13, 2021, the number of shares held is 24,214,666.

The number of shares which shall be held by all the Company’s supervisors is 1,173,187 in accordance with the law. As of April 13, 2021, the number of shares held is 2,152,983.

The shares held by independent directors are not included in the shares held by directors.

Appendix 2

Mirle Automation Corporation Rules of Procedure for Shareholders’ Meetings

Article 1: Unless otherwise specified by the laws and the Articles of Incorporation, the matters related to the shareholders’ meetings of Mirle Automation Corporation (hereinafter referred to as the Company) shall be handled in accordance with the Rules of Procedure for Shareholders’ Meetings.
Article 2: Attending shareholders or proxies may hand in their attendance sign-in cards instead of signing. The quantity of shares represented by the attending shareholders shall be based on the sign-in cards collected.
Article 3: The chair shall announce the opening of the meeting when the attending shareholders and proxies represent a majority of the total number of issued shares. If the quorum is not met at the meeting time, the chair may announce a postponement of the meeting. When the quorum is still not met after two postponements and the attending shareholders and proxies represent more than one third of the total number of issued shares, the chair shall call the meeting. However, for each proposal, a tentative resolution shall be adopted by a majority of the votes represented by the attending shareholders according to Article 175 of the Company Act. When a tentative resolution is made as referred to in the preceding paragraph, if the quantity of shares represented by the attending shareholders meets the quorum, the chair may call the meeting and resubmit the tentative resolution for a vote by the shareholders’ meeting.
Article 4: If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting. If a shareholders’ meeting is convened by a convener other than the Board of Directors, the preceding paragraph shall apply mutatis mutandis.

The chair may not adjourn the meeting until a resolution is reached for the two procedures (including impromptu motions) referred to above.

The shareholders may not elect another chair to continue the meeting at the original venue of the meeting or in a new location after the meeting is adjourned. However, if the chair adjourns the meeting in violation of the rules of procedure, another chair may be elected by a majority of the votes represented by the attending shareholders to continue the meeting.

Article 5: Before speaking, an attending shareholder or a proxy must fill in a speaker's slip with the attendance card number and his/her name. The order in which they speak shall be set by the chair.
Article 6: Each shareholder (or proxy) may not speak on the same proposal for more than twice and for more than 5 minutes each time unless otherwise permitted by the chair.
Article 7: Where a juristic person may be appointed as a proxy by a shareholder to attend the shareholders’ meeting, such juristic person may appoint only one representative to the meeting. When a corporate shareholder appoints two or more representatives to attend the shareholders’ meeting, only one of the representatives may make a statement.
Article 8: When it is deemed appropriate, the chair may stop the discussion of a proposal and have the proposal put to vote. Vote monitoring and counting personnel for the voting on proposals shall be appointed by the chair, provided that the vote monitoring personnel shall be the shareholders of the Company. The results of the voting shall be reported on-site immediately and recorded in writing.
Article 9: The Company’s shareholders are entitled to one vote for each share held. Unless otherwise specified in the Company Act, shareholders’ appointment of proxies to attend shareholders’ meeting shall be in accordance with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” announced by the competent authority.

Article 10: Unless otherwise provided by the laws, the decision of a proposal shall be resolved by a

majority of the votes represented by the attending shareholders. If no objections are raised following an inquiry by the chair to the proposal put to vote at the meeting, the proposal shall be deemed to have been passed by a vote by ballot.

Article 11: If a shareholders’ meeting is not over yet, it may be postponed or continued according to Article 182 of the Company Act.
Article 12: When a meeting is in progress, the chair may announce a break based on time considerations. Article 13: When an air-raid warning sounds during a meeting, the chair shall immediately announce a suspension of the meeting and all the participants shall be evacuated. The chair may continue the meeting 1 hour after the all-clear is sounded.
Article 14: Anything not covered by the Rules shall be handled in accordance with the Company Act and the Rules Governing the Conduct of Shareholders’ Meetings by Public Companies announced by the Securities and Futures Bureau, FSC.
Article 15: The Rules, and any amendments hereto, shall be implemented after adoption by shareholders’ meetings.

Appendix 3

Mirle Automation Corporation Rules of Procedure for Board of Directors’ Meetings

Article	1	To establish a good governance system and sound supervisory capabilities for the
		Company's Board of Directors and to strengthen management capabilities, we specially
		set the Rules in accordance with Article 2 of the “Regulations Governing Procedure for
		Board of Directors Meetings of Public Companies”.
Article	2	The main agenda items, procedures, required content of meeting minutes, public
		announcements, and other requirements of the Company’s Rules of Procedure for
		Board of Directors Meetings shall be handled in accordance with the Rules.
Article	3	The Board of Directors’ meetings of the Company shall be convened at least once every
		quarter.
		The Board of Directors shall indicate the reasons for convention of a Board meeting
		and inform each director and supervisor 7 days beforehand. However, in case of any
		emergency, a Board meeting may be convened at any time.
		The aforementioned notice may be given in electronic form at the consent of the
		respondents.
		All matters set out in Paragraph 1, Article 12 of the Rules shall be specified in the notice
		of the reasons for calling a Board of Directors’ meeting. None of them may be raised
		by an impromptu motion except in case of an emergency or legitimate reason.
Article	4	The unit in charge of meeting-related matters appointed by the Company’s Board of
		Directors is the Finance Division.
		The unit responsible for board meetings shall draft agenda items and prepare
		sufficient meeting materials, and shall deliver them together with the notice of
		meeting.
Article	5	When a board meeting of the Company is convened, an attendance book should be
		prepared for attending directors to sign in and for future reference.
		Directors shall attend board meetings in person. A director who is unable to attend in
		person may appoint another director to attend the meeting in his/her place in
		accordance with the Company’s Articles of Incorporation. Directors attending the
		meeting via video-conferencing shall be deemed to attend in person.
		In case a director appoints another director to attend a meeting of the Board of
		Directors in his/her behalf, he/she shall, in each time, issue a proxy form and state
		therein the scope of authority with reference to the subjects to be discussed at the
		meeting.
		The proxy referred to in the preceding Paragraph 2 may be appointed as a proxy for
		only one person.
Article	6	The Company’s Board meetings shall be held in the Company and during business
		hours, or at an appropriate time and a location easily accessible to directors and suitable
		for Board meetings.
Article	7	All Board of Directors meetings of the Company shall be convened and chaired by the
		Chairman. However, the first meeting of each newly elected Board of Directors shall
		be called and chaired by the director who has received votes representing the largest
		portion of voting rights at the shareholders’ meeting. If two or more directors are
		entitled to convene the meeting, they shall select from among themselves one director
		to serve as the chair.
		When the Chairman is on leave or unable to perform his/her duty for any reason, the
		Vice Chairman shall act on behalf of the Chairman. In case there is no Vice Chairman
		or the Vice Chairman is also on leave or unable to perform his/her duty for any reason,
		the Chairman shall appoint one of the managing directors to act as the chair, or, if there

		are no managing directors, one of the directors shall be appointed to act as the chair.
		Provided the Chairman does not appoint a proxy, the managing directors or directors
		shall select from among themselves one person to serve as the chair.
Article	8	When a Board of Directors meeting is convened, related materials shall be prepared
		and provided to the attending directors for reference.
		The personnel of the relevant departments or subsidiaries may be notified to attend
		the board meeting as nonvoting participants depending on the contents of the
		proposal. When necessary, the Company may invite certificated public accounts,
		attorneys, or other professionals to attend as nonvoting participants and to make
		explanatory statements. However, they shall leave the meeting at the time of
		discussion and balloting.
		The chair shall announce the opening of the meeting when the time schedule is due
		and a majority of the directors are present.
		If one-half of all the directors are not in attendance at the meeting time, the chair may
		announce a postponement of the meeting, provided that no more than two such
		postponements may be made. If the quorum is still not met after two postponements,
		the chair shall reconvene the meeting in accordance with the procedure set forth in
		Paragraph 2 of Article 3.
		The number of "all directors" in the preceding paragraph and Sub-paragraph 2,
		Paragraph 2 of Article 16 shall be counted as the actual number of directors who are in
		office.
Article	9	The Company shall record the entire proceeding of a board meeting in audio or video
		and retain the record for at least 5 years. The record may be kept in electronic form.
		If any litigation arises in connection with a resolution of a board meeting before the
		end of the retention period in the preceding paragraph, the relevant audio or video
		record shall be retained until the conclusion of the litigation.
		Where a video conference is held, the audio or video documentation of the meeting
		constitutes part of the meeting minutes and shall be retained for the duration of the
		existence of the Company.
Article	10	Agenda items for regular board meetings of the Company shall include at least the
		following:
		I. Matters to be reported:
		(I) Minutes of the last meeting and actions taken.
		(II) Important financial and business reports.
		(III) Internal audit reports.
		(IV) Other important matters.
		II. Issues for discussion:
		(I) Issues from the last meeting.
		(II) Issues for discussion at this meeting.
		III. Impromptu motions
Article	11	The Company’s board meetings shall follow the agenda given in the meeting notice.
		However, the agenda may be changed with the approval of a majority of attending
		directors.
		Without the approval of a majority of attending directors, the chair may not adjourn
		the meeting.
		If at any time during the proceeding of a board meeting the number of directors sitting
		at the meeting does not constitute a majority of the attending directors, the chair shall
		announce a suspension of the meeting upon the motion by a director sitting at the
		meeting, in which case Paragraph 3 of Article 8 shall apply mutatis mutandis.
Article	12	The following matters should be presented to the Board of Directors for discussion:
		I. The Company’s business plan
		II. Annual financial statements

III. Adoption or amendment of the internal control system pursuant to Article 141 of the Securities and Exchange Act (hereinafter referred to as the “SEA”), and effectiveness evaluation of the internal control system.
IV. Establishment or amendment of the handling procedures regarding significant financial business behaviors, including the acquisition and disposal of assets, trading of financial derivatives, loaning of funds to others, and endorsement/guarantees for others in accordance with Article 36-1 of the SEA.
V. Offering, issuance, or private placement of equity-type securities.
VI. Appointment or discharge of financial, accounting, or internal audit officers. VII. Donation to related parties or major donation to non-related parties, provided that a public-interest donation of disaster relief that is made for a major natural disaster may be submitted to the following Board of Directors meeting for ratification.
VIII. Significant matters that are required by Article 14-3 of the SEA, other laws or regulations and the Articles of Incorporation to be resolved in shareholders’ meetings or board meetings or that are required by the competent authority. The term “related party” in Sub-paragraph 7 of the preceding paragraph refers to a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. “Major donation to non-related parties” refers to any individual donation, or cumulative donations within one year to a single recipient, at an amount of NTD100 million or more, or at an amount equal to or greater than 1% of the net operating revenue or 5% of the paid-in capital as stated in the CPA-attested financial report in the most recent year. The “within one year” referred to above refers to one year prior to the date of convening the board meeting. The amount that has been resolved by the Board of Directors can be excluded.
- If there is no face value for the shares of a foreign company, or the face value per each share is not NTD10, the requirement of 5% of the paid-in capital as stated in Paragraph 2 shall be based on 2.5% of the shareholders’ equity. The Company shall have at least one independent director attend each Board meeting in person. In the case of a meeting concerning any matter required to be submitted for a resolution by the Board of Directors under Paragraph 1, each independent director shall attend in person. If an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy. Any objections or reservations from independent directors shall be documented in the minutes of the Board meeting. Independent directors who are unable to attend the board meeting in person to express their objection or reservation shall submit a written opinion in advance unless they have a legitimate reason, and the written opinion shall be documented in the meeting minutes.
Article 12-1 Except for the issues that shall be submitted to the Board of Directors for discussion as stated in Paragraph 1 of Article 12, the Board of Directors may, during the adjournment of meetings, authorize the Chairman to exercise the duties and powers of the Board of Directors within the following scope in accordance with the laws and the Articles of Incorporation:
I. In accordance with the Company's power partition.
II. In accordance with the Company's administrative regulations, systems and rules.
III. Appointment of the directors and supervisors of invested companies.
IV. Ratification of the record date of capital increase or decrease and the date for distribution of cash dividends.
V. 5. Signing of investments, endorsement/guarantees and other external

		documents.
Article	13	If a proposal in discussion is ready for balloting, the chair of a board meeting may
		discontinue further discussions and have the proposal put to vote.
		If no attending directors voice an objection following an inquiry by the chair to the
		proposal put to vote in the board meeting, the proposal is deemed to have been
		passed.
		One voting method at the board meeting shall be selected by the chair from among
		those below, provided that when an attending director has an objection, a decision
		shall be made by a majority of attending directors:
		I. A vote by a show of hands or by voting machine.
		II. A roll-call vote.
		III. A vote by ballot.
		IV. A vote by a method selected at the Company's discretion.
		The “attending directors” referred to in Paragraph 2 do not include the directors who
		shall not exercise the voting right according to Paragraph 1 of Article 15.
Article	14	Unless otherwise provided by the SEA and the Company Act, resolutions of the
		Company’s Board of Directors shall be adopted by a majority of the attending
		directors at a meeting attended by a majority of all directors.
		When there is an amendment or alternative to a proposal, the chair shall present the
		amendment or alternative together with the original proposal and decide the order in
		which they will be put to a vote. In the event that one of them is resolved, the other
		proposals will be deemed rejected, and no further voting shall be required.
		If necessary, vote monitoring and counting personnel for the voting on proposals may
		be appointed by the chair, provided that the vote monitoring personnel shall be the
		shareholders of the Company.
		The results of the voting shall be reported on-site immediately and recorded in
		writing.
Article	15	If a director or juristic person represented thereby is a stakeholder with respect to any
		proposals of a meeting, the director shall state the stakes involved during the current
		meeting session and shall not, if such stakes are in conflict against the Company’s
		interests, participate in all relevant discussions and voting, and the director must
		recuse himself/herself from the discussions and voting and may not act on behalf of
		other directors to exercise their voting rights.
		According to Paragraph 3, Article 206 of the Company Act, Paragraph 2 of Article
		180 shall apply mutatis mutandis to the resolution of the Board of Directors with
		respect to the Company’s directors who shall not exercise their voting rights in
		accordance with the preceding provision.
Article	16	Meeting minutes must be prepared for the Company’s board meetings with the
		following information detailed:
		I. Session (or year), time, and location of the meeting.
		II. Name of the chair.
		III. Attendance of directors at the meeting, including the names and number of
		directors who are present, on leave, and absent.
		IV. Name and title of the attendees.
		V. Name of the minutes taker.
		VI. Matters reported.
		VII. Matters discussed: The method of adopting resolutions and the result for each
		proposal, a summary of the statements made by directors, supervisors,
		professionals or other persons, the name of any director that is a stakeholder as
		referred to in Paragraph 1 of the preceding article, an explanation of the stakes,
		the reasons why the director is required or not required for recusal, and the
		status of their recusals, any objections or reservations at the meeting that have

been included in records or stated in writing, and any opinion expressed in writing by independent directors under Paragraph 5 of Article 12.
VIII. Impromptu motion: The name of the proposer, the method of adopting resolutions, and the result for each motion, a summary of the statements made by directors, supervisors, professionals or other persons, the name of any director that is a stakeholder as referred to in Paragraph 1 of the preceding article, an explanation of the stakes, the reasons why the director is required or not required for recusal, and the status of their recusals, any objections or reservations at the meeting that have been included in the records or stated in writing.
IX. Other matters required to be recorded.
The resolutions reached by the Board of Directors that fall under the following circumstance must be documented in the meeting minutes and transmitted to the Market Observation Post System designated by the Financial Supervisory Commission, Executive Yuan for public announcement within two days after the board meeting: There is any objection or reservation from any independent director that has been included in records or stated in writing.

The sign-in book of the Board of Directors constitutes part of the meeting minutes and shall be retained for the duration of the existence of the Company. Meeting minutes must be signed or sealed by the Chairman and the minutes taker. The meeting minutes must be distributed to each director and supervisor in 20 days after a meeting. Meeting minutes are important documents of the Company and must be kept throughout the duration of the Company.

The meeting minutes referred to in Paragraph 1 may be prepared and distributed in electronic form.

Article 17 Adoptions or amendments to the Rules shall be agreed on by the Company’s Board of Directors and submitted in a report to a shareholders’ meeting.

Article 18 The Rules of Procedure for Board of Directors’ Meetings has been implemented since January 1, 2007.

Appendix 4

Mirle Automation Corporation Code of Ethical Conduct

Article	1:	Purpose and basis of establishment
		The Code is established to ensure that the Company’s personnel’s behaviors are
		consistent with ethical standards and to inform the stakeholders of the ethical
		standards followed by the personnel when performing their duties.
Article	2:	Scope
		The Code shall apply to the Company’s directors, supervisors, managers and
		other employees, hereinafter referred to as “the Company’s personnel”.
Article	3:	Principle of good faith
		The Company’s personnel shall perform their duties actively and responsibly,
		focus on teamwork rather than selfishness and abide by the principle of good
		faith and the highest ethical standards.
Article	4:	Fair employment and anti-discrimination
		The Company shall respect the diversified society and offer fair employment and
		advancement opportunities for our personnel without discriminating on the basis
		of sex, race, religion, political party, sexual orientation, title, nationality and age
		in any form.
Article	5:	Healthy and safe work environment
		The Company shall provide a safe and healthy work environment for the
		personnel.
		The Company's personnel shall jointly maintain the safe and healthy work
		environment and prevent sexual harassment or any violence or threat.
Article	6:	Respect to privacy
		The Company's personnel shall mutually respect personal privacy and shall not
		spread any rumor or slander.
Article	7:	Confidentiality
		The Company's personnel shall carefully retain any known matters or
		confidential information required for their functions and shall not disclose such
		matters or information to others or use them for any purpose other than work
		unless such matters or information are disclosed by the Company or must be
		provided for performance of duties. The same shall apply after termination of
		employment.
		The confidential information referred to in the preceding paragraph includes the
		Company’s personnel and client information, inventions, business secrets,
		technical data, product design, manufacturing professional knowledge, financial
		and accounting data, intellectual property rights, and any other undisclosed
		information which may cause damages to the Company or our clients after being
		used or disclosed.
Article	8:	Proper preparation and retention obligation regarding documented information
		The Company's personnel shall ensure the correctness and completeness of
		documented information in any form and retain such information. If any
		documented information is found missing or damaged, or there is any
		concealment or misstatement therein, such event shall be reported to the director
		of the unit to investigate the cause.
Article	9:	Appropriate protection of the Company's assets
		The Company's personnel shall protect the Company's assets and use them
		effectively when performing their duties.
		The Company's personnel shall avoid interruption, destruction or invasion of any
		factor to the Company’s data, information systems and network equipment when

performing their duties to ensure the confidentiality, completeness and availability of all the data. Article 10: Prohibition of insider trading

The Company's personnel shall keep any information known thereby due to their functions, which may have significant impact on the securities price of the Company, in confidential in accordance with the Securities and Exchange Act before such information is disclosed in public, and also, they shall not use the information to conduct insider trading.

Article 11: Prevention of conflicts of interests

The Company's personnel shall handle the business in an objective and efficient manner and shall not take advantage of his/her function in the Company to achieve improper gains for the following persons or companies: I. The personnel, his/her spouse, parents, children or relatives within the third degree of kinship. II. The companies in which the persons in the preceding sub-paragraph directly or indirectly having financial interests. III. The companies in which the personnel concurrently serves as the chairman, or a director or senior manager. The Company shall pay particular attention to any fund loans, material asset transactions and purchase (sale) trading or guarantees with respect to the persons or companies referred to above.

Article 12: Prohibition of pursuit of self-interest When the Company has chances to make profits, the personnel has the responsibility to maintain and maximize the proper earning that can be obtained by the Company and shall avoid the following behavior: I. Take advantage of the Company’s assets, information or the personnel's function to have chances to pursue self-interest for himself/herself or others. II. Take advantage of the Company’s assets, information or the personnel's function to obtain benefits for himself/herself or others.

III. Compete with the Company. When the Company has chances to make profits, the personnel has the responsibility to maintain and maximize the proper earning that can be obtained by the Company.

Article 13: Fair trading and treatment The Company's personnel shall fairly treat the parties having business with the Company and shall avoid any unfair behavior. Based on the fair and equitable treatment principle, no preference shall be given to any related parties with which we conduct transactions.

Article 14: Prohibition of gifts, bribery or improper benefits When performing duties, the Company's personnel shall not request, agree to offer, deliver or receive any form of gifts, entertainment, rebates, bribes or improper benefits for the benefit of himself/herself, companies, or third parties. However, the gifts and entertainment shall be limited to those with respect to social customs and manners or those permitted by the Company. Article 15: Obligation to report the truth of transactions When the Company's personnel must conduct transactions with others for the purpose of performing their duties, they shall report all information regarding the transactions and shall not conceal or misstate such information, resulting in damages to the Company’s rights and interests. Article 16: Respect of others’ intellectual property rights The Company's personnel shall respect and legally use others’ intellectual property rights when performing their duties.

Article 17: Compliance with laws and regulations

The Company's personnel shall follow and promote the Securities and Exchange Act and other laws and regulations governing the Company’s activities and shall not violate any laws and regulations on purpose, obtain benefits from purchasers (sellers) by intentionally misleading or manipulating them or in an unfair manner, and make any misstatement to the Company’s products or services. Article 18: Encouragement to reporting of any illegal behavior or violation of the Code of Ethical Conduct The Company shall actively promote ethical principles and encourage the employees to report any known or suspected illegal behavior or violation of the Code of Ethical Conduct to the supervisor, manager, internal auditor or other appropriate personnel and provide sufficient information for the Company to handle the follow-up matters appropriately. The Company shall handle the reported cases in a confidential manner and the employees shall be made aware that the Company will spare no effort to ensure the safety of the employees reporting cases in good faith. Article 19: Discipline and remedies If an employee violates the regulations of the Code, the employee shall be punished depending on the severity and according to relevant regulations. The same shall be apply to the director of the unit who is aware of the violation and does not make any correction or take any action in accordance with the Company's rules. Where a director, supervisor or manager's breach of the Code is material, the Company shall handle the breach in accordance with the relevant regulations and immediately disclose his/her title, name, the date and reason of the breach, violated regulations, and handling conditions on the Market Observation Post System. If the personnel who is punished as referred to in the preceding paragraph considers that the punishment is improper, which resulting in infringement of his/her legal rights and interests, he/she may make a complaint through reporting channels for remedies. Article 20: Procedures for exemption If it is necessary to exempt a director, supervisor or manager from compliance with the Code, a resolution shall be adopted by the Board of Directors, and the exempt personnel's title and name, date of approval of the exemption by the Board of Directors, period for the exemption, and applicable regulations shall be disclosed on the Market Observation Post System for shareholders’ evaluation in order to maintain the Company's rights and interests. Article 21: Method of disclosure The Company shall disclose the Code of Ethical Conduct established thereby in the Company's annual report and prospectus, and on the Market Observation Post System. The same shall apply to any amendments to the Code. Article 22: Implementation The Code shall be implemented upon approval of the Company’s Board of Directors. The same shall apply to subsequent amendments. I. Date of adoption and approval: The 10th meeting of the 9th Board of Directors on December 26, 2014.

Appendix 5

Mirle Automation Corporation

Articles of Incorporation

Chapter I General Provisions

Article 1: The Company is incorporated in accordance with the Company Act and named Mirle Automation Corporation.
Article 2: Through development, manufacturing and sales of automatic systems, critical components and parts with automatic technology, the Company aims to achieve significant profits and growth and drive development of associated industries as well as establish a new automatic industry and industrial product image in Taiwan.
Article 3: The Company is headquartered in the Hsinchu Science Park, sets up factories in Taiwan and may, upon approval of the Board of Director and the competent authority, establish branches at home and aBoard.
Article 4: Deleted.

Chapter II Business

Article 5:

(1) CB01010 Mechanical Equipment Manufacturing
(2) CC01010 Manufacture of Power Generation, Transmission and Distribution Machinery
(3) CC01080 Electronics Components Manufacturing
(4) CE01010 General Instrument Manufacturing
(5) E601010 Electric Appliance Construction
(6) E603050 Automatic Control Equipment Engineering
(7) E604010 Machinery Installation
(8) EZ05010 Instrument and Meters Installation Engineering
(9) E603010 Cable Installation Engineering
(10) E603090 Lighting Equipments Construction
(11) E606010 Power Consuming Equipment Inspecting and Maintenance
(12) F401010 International Trade
(13) I301010 Information Software Services
(14) IG03010 Energy Technical Services
(15) CF01011 Medical Devices Manufacturing
(16) F213030 Retail Sale of Computers and Clerical Machinery Equipment (Operation is restricted to outside of the Park.)
I. Design, development, production, manufacturing and sale of the following products:
(I) Automatic equipment/systems and their components and parts.
(II) Software and database for automatic equipment.
(III) Industrial radio remote controls.
(IV) Traffic signal control devices and traffic signal facilities/systems.
(V) Monitors or access control equipment/systems for buildings.
(VI) Environmental protection facilities/systems (e.g. for water cleaning or waste water processing, or incinerators).
(VII) Mechanical parking facilities, mechanical parking lifts, computer ramp parking facilities
(VIII) Medical devices and their automatic manufacturing equipment. (Use for semi-finished and finished products of safety syringes only)
(IX) Retail sale of computers and clerical machinery equipment (Operation is restricted to outside of the Park.)

II. Project planning, installation, technical advisor and maintenance of the preceding products (except for architectural business).
III. Installation, design, sale and maintenance of electronic appliances.
IV. Related import and export trading business.
V. Related rental business. (The End)
Article5-1: When the Company becomes a shareholder of limited liability in other companies, the amount of the investment shall be more than 40% of the Company's paid-in-capital.

Chapter III Shares

Article 6: The Company has an authorized capital of NTD2.5 billion divided into 250 million shares at NT$10 per share, which are issued in installments. 20 million shares out of the 250 million shares shall be reserved for stock warrants, preferred shares with warrants or corporate bonds with warrants. The Board of Directors is authorized to approve, if necessary, the issuance thereof in accordance with related laws.
Article 7: The Company shall reserve 10 to 15% of the new shares issued for capital increase for subscription by the employees.
Article7-1: The issuance of the Company’s employee stock warrants with a subscription price lower than the closing price of the Company’s common shares on the date of the issuance shall be subject to the resolution adopted by two thirds or more of the votes represented by attending shareholders at a shareholders' meeting attended by shareholders representing a majority of the total number of issued shares.
Article7-2: If the Company is to transfer the shares to the employees at a price lower than the actual average price of repurchase, the resolution to be made thereto shall be adopted by two thirds or more of the votes represented by attending shareholders at a recent shareholders' meeting attended by shareholders representing a majority of the total number of issued shares before the transfer.
Article 8: The Company’s shares are in registered form and shall be signed or sealed by at least three directors, and shall be duly certified or authenticated by the competent authority or a registration institution approved thereby in accordance with the laws before issuance.
The Company is exempted from printing share certificates for the issued shares. However, all the issued shares shall be registered in a centralized securities depository enterprise.
Article 9: The Company’s shares shall be in registered form. The shareholders shall provide their names, residential addresses for the Company to record the information in the shareholders’ roster. For corporate shareholders, the actual names and addresses of their representatives shall be provided to the Company for registration.
Article 10: With respect to transfer of shares or pledge of rights, an application form shall be completed, signed and sealed by the assignor and assignee or the pledgor or pledgee and shall be submitted to the Company for transfer of ownership or registration. The original shareholder shall be entitled to the rights attached to the shares before the transfer of ownership. However, if the shares are acquired by inheritance or gift, a certificate shall be provided.
Article 11: When a share certificate is missing, lost or stolen, the shareholder or the legal owner shall report the event to the police authorities, complete an application form for reporting of loss of the share certificate and submit the same to the Company for review and registration. The applicant shall apply to local jurisdictional courts for public summons according to the Public Summons Proceeding in the Code of Civil Procedure. Upon the court judgment declaring the lost share certificate invalid, a copy of the written judgment shall be provided for re-issuance of a new share certificate.
Article 12: The shareholders shall provide their specimen signatures to the Company for future

reference. The same shall apply to any changes to the signatures. The shareholders shall receive the Company’s share dividends or exercise any other rights with the signatures kept by the Company.
Article 13: If a specimen signature is missing, damaged, lost or stolen, the shareholder shall complete an application form for reporting of loss of the signature and submit a clear copy of identification documents (If the report of the loss is consigned to a third party or is handled through correspondence, a signature certificate issued by household registration offices shall be provided; for corporates, the certificate shall be submitted by mail.) and a new signature card to the Company for review and approval of the signature change. The new signature shall take effect on the next date of the registration.
Article 14: The transfer of share ownership shall be suspended during sixty days prior to an general shareholders’ meeting, during thirty days before convening an extraordinary shareholders' meeting or within five days prior to the target date fixed by the Company for distribution of dividends, bonuses, or other benefits.
Article 15: The Company’s other share affairs shall be handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” and related regulations announced by the competent authority.

Chapter IV Shareholders’ Meeting

Article 16: The Company’s shareholders’ meetings are classified into two types as follows: I. General shareholders’ meeting.
II. Extraordinary shareholders' meeting.
A general shareholders' meeting is convened by the Board of Directors within
six months after the end of each fiscal year. An extraordinary shareholders' meeting may be convened by submit a written request stating the proposals and the reason of convening the meeting to the Board of Directors if there are any significant matters or resolutions adopted by the Board of Directors, or any shareholders holding more than 3% of the total number of the issued shares for more than one year consecutively. If the Board of Directors does not or is unable to convene a meeting of shareholders, a supervisor may, for the benefit of the Company, call a meeting of shareholders when it is deemed necessary.
Article 17: The amendment to the Company's Articles of incorporation at a shareholders’ meeting shall be subject to the Company Act and related regulations of the government.
Article 18: The shareholders should be noticed 30 days before convening a general shareholders’ meeting and 15 days prior to holding an extraordinary shareholders’ meeting. The date, location and reason for convening the meeting shall be specified in the preceding notification.
Article 19: The Company’s shareholders are entitled to one vote for each share held.
Article 20: If a shareholder is unable to attend a shareholders’ meeting, such shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy’s authorization. Unless otherwise specified in the Company Act, shareholders’ appointment of proxies to attend shareholders’ meeting shall be in accordance with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” announced by the competent authority. The rules related to shareholders’ meetings shall be subject to the Company's “Rules of Procedure for Shareholders’ Meeting”.
Article 21: A shareholders’ meeting shall be convened by the Board of Directors and chaired by the Chairman. When the Chairman is on leave or unable to perform his/her duty for any reason, the Chairman shall appoint one of the directors to act as the chair; otherwise, the directors shall select from among themselves one director to serve as

the chair. If a shareholders’ meeting is convened by a convener other than the Board of Directors, the meeting shall be chaired by the convener. In case there are two or more conveners, one shall be elected from among themselves to chair the meeting.

Article 22: Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders within 20 days after the meeting. The distribution of the preceding meeting minutes may be effected by means of a public notice. 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. The minutes shall be kept persistently throughout the life of the Company. The attendance book bearing the signatures of attending shareholders and the proxy forms shall be kept for at least one year. If an action is filed by shareholders pursuant to Article 189 of the Company Act, the records shall be retained until the conclusion of the action.

Chapter V Board of Directors

Article 23: The Company shall establish 5 to 9 seats for directors in the Board of Directors, who shall be persons of legal competence elected in the shareholders’ meeting for a term of three years and may be relected for a second term. In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of the out-going directors shall be extended until the time new directors have been elected and assumed their office. When the number of vacancies in the Board of Directors equals to one third of the total number of directors, the Board of Directors shall call, within 60 days, an extraordinary shareholders’ meeting to elect succeeding directors to fill the vacancies. The term of office of the succeeding directors shall be limited to fulfilling the original term of office of the predecessor.
Article 23Of all the director seats mentioned above, the Company shall appoint 2 to 4 1: independent directors in accordance with the Securities and Exchange Act. The independent directors’ professional qualification, shareholding, restrictions on concurrent positions, methods of nomination and election and other matters for compliance shall be subject to the requirements of the competent authority of securities.
The directors shall be elected by the candidates’ nomination system from the candidate list at a shareholders’ meeting.
Article 24: Deleted.
Article 25: The duties and powers of the Board of Directors are as follows:
I. Proposal for amendment to the Articles of Incorporation. II. Approval to business plans. III. Approval of the establishment and revocation of branches. IV. Review and approval of essential contracts. V. Proposal for the Company’s capital increase, issuance of new shares or merger with other companies.
VI. Review and approval of real estate trades and material capital expenditure. VII. Review and approval of budgets and final accounting. VIII. Proposal to shareholders’ meetings for distribution of surplus earnings or covering losses to shareholders’ meetings.
IX. Approval of endorsement, acceptance, guarantee and commitment in the name of the Company.
X. Approval of the Company's application to financial institutions for financing, guarantee, acceptance and other external advances and loans.
XI. Approval of acquisition, transfer, grant of special technologies and patents as

well as approval and amendment to contracts for technical cooperation.
XII. Review and approval of re-invesment in related business. XIII. Review and approval of the appointment/discharge and remuneration of managers.
XIV. Execution of the resolutions of shareholders’ meetings.
XV. Approval of the Company’s business reports submitted at shareholders’ meetings.
XVI. Other duties or powers specified in the Company Act or the Company’s Articles of Incorporation or granted by the resolution adopted at shareholders’ meetings.
Unless otherwise specified in the Company Act, a Board meeting can be held
unless a majority of all directors is present, and the resolutions of the meeting shall be adopted by a majority of the attending directors. With respect to the significant matters in Paragraphs 1, 5, 7, 8, 9, 10, 11 and 12, the resolutions shall be adopted by a majority of the directors present at a meeting attended by at least two thirds of all directors.
Article 26: The Board of Directors’ meetings shall be convened at least once every quarter.
Article 27: Except that the first Board meeting of each newly elected Board of Directors shall be convened by the director who received the largest number of votes, all the Board of Directors’ meetings shall be convened by the Chairman. When the Chairman is unable to chair the meeting for any reason, the Chairman shall appoint one of the directors to act as the chair before the meeting; otherwise, the attending directors shall select from among themselves one director to serve as the chair. The Board of Directors may convene via teleconferencing and the directors participating in the teleconference shall be deemed attending the Board session in person. The Board of Directors shall indicate the reasons for the convention and inform each director 7 days before the meeting. However, in case of any emergency, a meeting may be convened at any time. The meeting notice may be sent in writing or by e-mail or fax.
Article 28: If a director is unable to attend a Board meeting for any reason, the director may appoint another director to attend the meeting by providing a proxy form. However, each director is limited to represent one director only.
Article 29: The Chairman shall externally represents the Company. However, in order to implement the “professional manager” system, the President shall take charge of the Company’s business. The Chairman shall follow the Company's Articles of Incorporation and the resolutions of the shareholders’ meetings and Board of Directors when externally representing the Company.

Article29-1: With respect to the remuneration for directors, the Board of Directors is authorized to decide the level of remuneration based on directors’ involvements and contributions to the Company’s operations and in reference to peer levels.

Chapter VI Supervisor

Article 30: The Company shall establish 3 seats for supervisors, who shall be persons of legal competence elected in the shareholders’ meeting for a term of three years and may be relected for a second term.

The supervisors shall be elected by the candidates nomination system from the candidate list at a shareholders’ meeting.

Article 31: Supervisors may exercise the power of supervision individually.
Article 32: The duties and powers of the supervisors are as follows:
I. Review and approval of the Company's financial position.
II. Review/approval and audit of accounting books and documents.
III. Review and approval of the Company's business condition.

IV. Review and approval of annual financial statements.
V. Supervision of the employees’ performance of duties and reporting of violations. VI. Other duties and powers granted in accordance with the laws.
Article 33: Supervisors may attend as nonvoting participants and present opinions in Board meetings in order to perform supervisory duties, but they shall not have voting rights.
Article 34: With respect to the remuneration for supervisors, the Board of Directors is authorized to decide the level of remuneration based on supervisors’ involvements and contributions to the Company’s operations and in reference to peer levels.

Chapter VII Managers

Article 35: The Company shall have one President according to the Company Act, and the appointment thereof shall be determined based on the proposal submitted by the Chairman and approved through the resolution adopted by a majority of directors present at a Board meeting attended by a majority of all directors.
Article 36: Deleted. Article 37: Deleted.
Article 38: Deleted. Article 39: Deleted. Article 40: Deleted.

Chapter VIII Accounting Policy

Article 41: The Company’s each fiscal year shall commence on January 1 and end on December 31 every year. After the end of each fiscal year, the Board of Directors shall prepare the following statements and submit the same to the Company’s supervisor for review and approval 30 days before the general shareholders’ meeting. These statements shall then be presented at the general shareholders’ meeting for ratification. Statements shall be prepared are as follows:
I. Business report
II. Financial statements

III. Proposal for distribution of surplus earnings or covering losses

Article 42: After review and approval of the Company’s supervisor, the annual financial statements prepared by the Board of Directors shall be provided to shareholders for review before the general shareholders’ meeting.
Article 43: Annual profits concluded by the Company shall be subject to employee remuneration of no less than 1% and the remuneration for directors and supervisors shall be provided no more than 2% of the annual profits. Where the Company has any cumulative loss, the profits shall be reserved to offset the loss. Employee remuneration may be paid in the form of stock or in cash based on the resolution of the Board of Directors, and can be distributed to the employees of affiliated companies that meet certain requirements. The report on allocation of remuneration to employees and directors shall be submitted to a shareholders’ meeting.
Article 43The Company's dividend policy shall enable the shareholders to share the Company’s 1: earnings and business results and aim at expanding the business scale and stabilizing the profitability continuously. Conditions and timing of allocation: The Company's earning in each fiscal year shall be used to offset any loss in previous years after the business income tax is paid, and then 10% of the balance shall be provided for the legal reserve unless such legal reserve amounts to the total paid-in capital of the Company, and also make provision/reversal of special reserves pursuant to laws. If there are any residual earnings, they shall be added to undistributed earnings. The Board of Directors shall draft a proposal for allocation of the residual balance plus the

undistributed earnings, and submit the same to a shareholders' meeting for allocation of shareholder dividends, and the residual earnings shall be retained. The dividends distributed in cash each year shall not be less than 40% of all dividends distributed in the same year.

		Chapter IX Supplementary Provisions
Article	44:	The Company’s organizational charter, execution rules and administrative regulations
		shall be established by the President and shall be implemented upon the approval of
		the Board of Directors.
Article	45:	Anything not covered by the Articles of Incorporation shall be handled in accordance
		with the Company Act and other relevant laws and regulations.
Article	46:	The Articles of Incorporation was established on January 18, 1989, signed by all
		founders and approved by the Ministry of Economic Affairs on February 2 in the same
		year.
		I. The 1st amendment was made on June 16, 1990.
		II. The 2nd amendment was made on June 13, 1992.
		III. The 3rd amendment was made on December 2,1992.
		IV. The 4th amendment was made on January 25, 1994.
		V. The 5th amendment was made on May 21, 1994.
		VI. The 6th amendment was made on May 17, 1997.
		VII. The 7th amendment was made on May 23, 1998.
		VIII. The 8th amendment was made on June 3, 1999.
		IX. The 9th amendment was made on June 2, 2000.
		X. The 10th amendment was made on May 23, 2001.
		XI. The 11th amendment was made on October 9, 2001.
		XII. The 12th amendment was made on June 14, 2002.
		XIII. The 13th amendment was made on June 18, 2003.
		XIV. The 14th amendment was made on May 10, 2004.
		XV. The 15th amendment was made on May 18, 2005.
		XVI. The 16th amendment was made on May 30, 2006.
		XVII. The 17th amendment was made on April 27, 2007.
		XVIII. The 18th amendment was made on May 27, 2008.
		XIX. The 19th amendment was made on June 10, 2009.
		XX. The 20th amendment was made on June 9, 2010.
		XXI. The 21st amendment was made on June 22, 2011.
		XXII. The 22nd amendment was made on June 27, 2012.
		XXIII. The 23rd amendment was made on June 18, 2015.
		XXIV. The 24th amendment was made on June 15, 2016.
		XXV. The 25th amendment was made on June 14, 2018.
Article	47:	The Articles of Incorporation shall take effect upon the approval and registration of
		the competent authority. The same shall apply to any amendments thereto.

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Mirle — AGM Information 2021

52102_rns_2021-08-18_1c64b556-9866-4e3a-bc14-d9e9ce70e35b.pdf

Mirle Automation Corporation

2021 Annual Meeting of Shareholders Handbook

Table of Contents

Mirle Automation Corporation

1. Call the meeting to order

4. Proposals

5. Discussion

6. Questions and Motions

7. Adjournment

Mirle Automation Corporation

2020 Agenda of Annual Meeting of Shareholders

4. Proposals

Report Items

1. 2020 Business Report.

Proposed Resolutions

Discussion Items

Questions and Motions

Adjournment

Business Report

Supervisors' Review Report

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

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

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

Notice to Readers

MIRLE AUTOMATION CORPORATION

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

MIRLE AUTOMATION CORPORATION

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(In Thousands of New Taiwan Dollars)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Mirle Automation Corporation The 2020 Statement of Retained Earnings

Mirle Automation Corporation

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

Mirle Automation Corporation

Comparison Table of Amendments to the Code of Ethical Conduct

Mirle Automation Corporation

Comparison Table of the Amended Articles of Incorporation

Regulations Governing Issuance of Restricted Stock Awards (RSA)

Article 1: Purpose

Article 2: Issue Period

Article 3: Qualification Requirements

Article 4: Total Number of Shares to be Issued

Article 7: Other Clauses

Article 9: Tax

Article 10: Other Important Matters

Mirle Automation Corporation Shareholding of Directors and Supervisors

Appendix 1

Mirle Automation Corporation Rules of Procedure for Shareholders’ Meetings

Mirle Automation Corporation Rules of Procedure for Board of Directors’ Meetings

Mirle Automation Corporation Code of Ethical Conduct

Article 11: Prevention of conflicts of interests

Mirle AGM Information 2021