Mirle - AGM Information 2022 | FinancialReports.eu

Stock code: 2464

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Mirle Automation Corporation

2022 General Shareholders’ Meeting Handbook

June 9, 2022

Page

One. Meeting Procedure ............................................................................................. 1 Two. Meeting Agenda .................................................................................................. 2 I. Reporting Items ................................................................................................. 4 II.Proposals ......................................................................................................... 6 III.Discussion ...................................................................................................... 7 IV. Elections .......................................................................................................... 9 V. Other Proposals ............................................................................................. 10 VI. Motions ......................................................................................................... 10 Three. Appendices I. 2021 Business Report ..................................................................................... 11 II. Supervisor’s Audit Report ............................................................................. 14 III. CPA’s Audit Report and 2021 Parent Company-only Financial Statement .... 15 IV. CPA’s Audit Report and 2021 Consolidated Financial Statement .................. 25 V. 2021 Earnings Distribution Table .................................................................... 35 VI. Comparison Table of Revisions Made to the Articles of Incorporation ........... 36 VII. Comparison Table of Revisions Made to the Procedure for the Acquisition or Disposition of Assets .......................................................................................... 43 VIII. Comparison Table of Revisions Made to the Operating Procedure for Lending to Others ............................................................................................................. 78 IX. Comparison Table of Revisions Made to the Operating Procedure for Endorsement and Guarantee ........................................................................... 83 X. Comparison Table of Revisions Made to the Board Directors and Supervisors Election Regulations ........................................................................................... 88 XI. List of Director (Independent Director) Candidates ....................................... 90 XII. Lifting of Business Strife Limitation Clause ................................................ ..93 Four. Attachments I. Shareholdings of all Directors and Supervisors ............................................... 94 II. Rules of Procedure for Shareholder Meetings ................................................ 96 III. Directors and Supervisors Election Regulations (Before) .......................... ..98 IV. Directors Election Regulations (After) ......................................................... 100 V. Articles of Incorporation (Before) ................................................................ ..102

VI. Procedure for the Acquisition or Disposition of Assets (Before) .................. 112 VII. Operating Procedure for Lending to Others (Before) ................................. 138 VIII. Operating Procedure for Endorsement and Guarantee (Before) ............... 143

Mirle Automation Corporation

Procedure for the 2022 General shareholders’ Meeting

I. Meeting Called to Order
II. Chairman’s address

III. Reporting Items

IV. Proposals
V. Discussions
VI. Elections
VII. Other Proposals
VIII. Motions

IX. Adjournment

Mirle Automation Corporation

2022 General Shareholders’ Meeting Agenda

Format of Shareholders’ Meeting: Physical Meeting

Date: June 9 (Thursday), 2022; 9:00 am

Venue: No. 3, Yanfa 2nd Road, Hsinchu Science Park (Conference Room, 1st floor of

the Company)

One. Meeting Called to Order

Two. Chairman’s Address

Three. Reporting Items

I. 2021 Business Report
II. Supervisor’s Audit Report on 2021 Final Accounting Books
III. Distribution of 2021 Remuneration to Employees and That to Directors and Supervisors
IV. Distribution of 2021 Cash Dividends

Four. Proposals

I. 2021 Business Report and Financial Statements II. Distribution of 2021 Earnings

Five. Discussions

I. Amendment to Some Provisions of the “Articles of Incorporation”
II. Amendment to Some Provisions of the “Regulations Governing the Acquisition and Disposal of Assets”
III. Amendment to Some Provisions of the “Operating Procedure for Lending to Others”
IV. Amendment to Some Provisions of the “Operating Procedure for

Endorsement and Guarantee”

V. Amendment to Some Provisions of the Company’s “Board Directors and

Supervisors Election Regulations”

Six. Elections

Election of the directors (including independent directors) of the 12th intake

Seven. Other Proposals

Lifting of the business strife limitation for directors

Eight. Motions from the Floor

Nine. Adjournment

Reporting Items

I. 2021 Business Report; it is brought forth for your review. Clarification: Please refer to Pages 11 - 13 herein (Appendix 1) for the 2021 Business Report.

II. Supervisor’s Audit Report of 2021 Statements and Reports; they are brought forth for your review.

Clarification: Please refer to Page 14 (Appendix 2) for the Supervisor’s Audit Report.

III. Distribution of 2021 remuneration to employees and that to directors and supervisors; it is brought forth for your review.

Clarification:

(I) As is required by Clause 43 of the Articles of Incorporation, at least 1% of the Company’s annual profit, if any, shall be appropriated as the remuneration to employees and not more than 2% as the remuneration to directors and supervisors. Where the Company has any cumulative loss, the profit shall be reserved to offset the loss first.
(II) As is required by the foregoing clause, the Company sets aside 1%, equivalent to NTD 6,254,469, to be the remuneration to employees and 1.5%, equivalent to NTD 9,381,702, to be that to directors and supervisors; all of which are paid in cash.
IV. Distribution of 2021 Cash Dividends

Clarification:

(I) As is required by Clause 43-1 of the Articles of Incorporation, if 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.
(II) Based on the resolution reached in the Board of Directors meeting on March 17, 2022, cash dividends worth NTD 430,168,697 will be distributed, that is, NTD 2.2 per share, rounded to one NT dollar. The total amount of monetary value of less than one dollar is included in other income of the Company. The Chairman is also authorized to set the base date for distribution of cash dividends,

the payout date, and other related matters.

(III) If the number of outstanding shares is affected by the change in the Company’s capital stock and the cash dividends distribution ratio is changed as such, the Chairman is authorized to adjust it.

Proposals

Case 1 Brought forth by the Board of Directors

Cause: 2021 Business Report and Financial Statements; they are brought forth for ratification.

Clarification:

(I) The 2021 Business Report, Parent Company-only Financial Statement, and Consolidated Financial Statement have been approved through the 18th Board of Directors meeting of the 11th intake and completely audited by the supervisor(s).

(II) Please refer to Pages 11 - 13 (Appendix 1), Pages 15 through 24 (Appendix 3), and Pages 25 through 34 (Appendix 4) herein for the 2021 Business Report, Parent Company-only Financial Statement, and Consolidated Financial Statement.

(III) The above are brought forth for ratification.

Resolution:

Case 2 Brought forth by the Board of Directors

Cause: Distribution of 2021 Earnings; it is brought forth for ratification. Clarification:

(I) The Distribution Table of 2021 Earnings has been approved through the 18th Board of Directors meeting of the 11th intake and completely audited by the supervisor(s).

(II) Please refer to Page 35 herein (Appendix 5) for the Distribution Table of 2021 Earnings.

(III) The above are brought forth for ratification.

Resolution:

Discussions

Case 1 Brought forth by the Board of Directors

Cause: Amendment to Some Provisions of the Articles of Incorporation; it is brought forth for discussion.

Clarification:

(I) It is intended to revise some provisions of the Articles of Incorporation to reflect the amendment to laws and regulations and the requirement for setting up the Audit Committee according to Article 14-4 of the Securities and Exchange Act.
(II) Please refer to Pages 36 through 42 herein (Appendix 6) for the Comparison Table of Revisions Made to the Articles of Incorporation.

Resolution:

Case 2 Brought forth by the Board of Directors

Cause: Amendment to Some Provisions of the “Procedure for the Acquisition or Disposal of Assets”; it is brought forth for discussion.

Clarification:

(I) It is intended to revise some provisions of the “Procedure for the Acquisition or Disposal of Assets” to meet the requirement for setting up the Audit Committee according to Article 14-4 of the Securities and Exchange Act and as required by the FSC Issuance No. 1110380465 letter dated January 28, 2022 from the Financial

Supervisory Commission.

(II) For the Comparison Table of Revisions Made to the “Procedure for the Acquisition or Disposal of Assets,” refer to Pages 43-77 (Appendix 7) herein.

Resolution:

Case 3 Brought forth by the Board of Directors

Cause: Amendment to Some Provisions of the “Operating Procedure for Lending to Others”; it is brought forth for discussion.

Clarification:

(I) It is intended to revise some provisions of the “Operating Procedure for Lending to Others” to reflect the requirement for setting up the Audit Committee according to Article 14-4 of the Securities and
Exchange Act.
(II) For the Comparison Table of Revisions Made to the Operating

Procedure for Lending to Others, please refer to Pages 78-82 (Appendix 8) herein.

Resolution:

Case 4 Brought forth by the Board of Directors

Cause: Amendment to some provisions of the “Operating Procedure for Endorsement and Guarantee”; it is brought forth for discussion.

Clarification:

(I) It is intended to revise some provisions of the “Operating Procedure for Endorsement and Guarantee” to reflect the requirement for setting up the Audit Committee according to Article 14-4 of the Securities and Exchange Act.
(II) For the Comparison Table of Revisions Made to the Operating Procedure for Endorsement and Guarantee, please refer to Pages 83-87 (Appendix 9) herein.

Resolution:

Case 5 Brought forth by the Board of Directors

Cause: Amendment to Some Provisions of the “Board Directors and Supervisors Election Regulations”; it is brought forth for discussion.

Clarification:

(I) It is intended to revise some provisions of the “Board Directors and Supervisors Election Regulations” and change the title to “Board Directors Election Regulations” to reflect the requirement for setting up the Audit Committee according to Article 14-4 of the Securities and Exchange Act.
(II) For the Comparison Table of Revisions Made to the Board Directors and Supervisors Election Regulations, please refer to Page 88-89 (Appendix 10) herein.

Resolution:

Elections

Cause: Election of the directors (including independent directors) of the 12th intake; it is brought forth to facilitate the election. Brought forth by the Board of Directors

Clarification:

(I) The term in office of directors and supervisors of the current intake (11th intake) is expiring on June 13, 2022; a comprehensive reelection is intended for the 2022 General Shareholders’ Meeting.
(II) For the sake of corporate governance, it is intended to set up the Audit Committee to fulfill the function of supervisors as required by Article 14-4 of the Securities and Exchange Act; there is no need to elect supervisors again as such.
(III) Nine directors (including three independent directors) are to be elected through the current shareholders’ meeting according to the Articles of Incorporation and as a result of the formation of the Audit Committee; they will serve a term in office consisting of three years.
(IV) The candidate nomination system is adopted for the election of directors (including independent directors); directors (including independent directors) are elected from the candidates shown on the list. Independent directors and non-independent directors are elected together yet the number of elects shall be calculated separately. For the education, experience, and other related information of director (including independent director) candidates, please refer to Pages 90-82 (Appendix 11) herein.
(V) To go with the re-election date (during the General Shareholders’ Meeting), existing directors and supervisors shall be dismissed on the date of re-election and newly elected directors (including independent directors) shall be inaugurated on the date of reelection and serve a term in office from June 9, 2022 to June 8, 2025.
(VI) For the Board Directors Election Regulations, please refer to Pages 100 (Attachent 4) herein.

Election outcome:

Other Proposals

Cause: Lifting of the business strife limitation for directors; it is brought forth for deliberation. Brought forth by the Board of Directors

Clarification:

(I) This case is handled as required by Article 209 of the Company Act. (II) It is intended to lift the business strife limitation for directors elected this time if they invest in or run other companies with an identical or similar scope of operation or functionality; for the items to which lifting of the business strife limitation applies, refer to Page 93 (Appendix 12) herein.

Resolution:

Motions

Adjournment

Appendix 1

2021 Business Report

Ladies and Gentlemen, how are you?

2021 marked a second year in a row that the world was affected by the COVID-19 pandemic. Countries continued to suffer from the breakout of the variant of the virus Omicron. As people started to get vaccinated against COVID-19 around the world, lockdowns in Europe and the US were removed one after another to drive demand on the global market. Thanks to the application of emerging technologies and the diffusion effect of contact-free business opportunities, investments and the import/export trade continued to grow in Taiwan. Over the past year, with “expansion” as our operational focus, we managed to cooperate with first-rate enterprises in the world (in the semiconductor, photoelectricity, and electronics sectors) in order to broaden our horizon and improve our R&D and quality levels. The combined net revenue in 2021 came to NTD 9,861,000,000 and the combined after-tax net profit was NTD 530,000,000; the basic after-tax earnings per share was NTD 2.70.

For 2022, as the vaccination coverage rate climbs around the world, the impacts of the pandemic on the real economy are dying out. Recently, however, developed economies started to make a turn in their monetary policy. As a result, the financial relief effects are also diminishing. Emerging economies are caught in stress. Devoted to being “smart and durable,” the operational focus of 2022, we will be developing “energysaving, reliable, and durable” automated systems and equipment featuring “digital technology, virtual-reality integration, artificial intelligence, and focus on informational security” and managing to become an indispensable partner to first-rate corporations in the world in an effort to fulfill the goal of “allied co-existence and joint growth.”

The following is a report of the Company’s 2021 operational performance and 2022 business prospect:

I. 2021 Business Report
Achievements in Implementing Business Plans:

In 2021, the combined net revenue came to NTD 9,861,000,000, a growth of 10.69% from the previous year; the combined after-tax net profit was NTD 530,000,000, a growth of 3.51% from the previous year on, down 3.51% from the previous year; and the basic after-tax earnings per share was NTD 2.70, a growth of NTD 0.07 from the previous year mainly because of the Company’s operational focus on “expansion” and the improved R&D and quality levels, contributing to the system integration planning and overall undertaking capabilities.

Research and Development:

Key technologies successfully developed in this year up to the date when

the Annual Report was printed (acquired patents):

(1) Wet process equipment
(2) Industrial equipment and cyclonic ventilation device
(3) Transformational equipment
(4) Automatic guided vehicle (AGV)
(5) Bag opening system
(6) Warehousing system
(7) Rail car control system
(8) Steering device and orientation module for overhead hoist transport (OHT) equipment
(9) OHT equipment and its differential bogie
(10) Rail car system
(11) Rail car and visual sensing device
(12) Shuttle cart equipment
(13) Mounting equipment
(14) Motor equipment
II. Overview of 2022 Business Plan
Business strategies:
- (1) Operational focus: “Smart and durable” will be the focus.
- (2) Operational goals:
  - Attention needs to be paid to the substantial needs of prospective customers in marketing so as to help customers make profits.
  - R&D capabilities need to be edge-cutting compared to the competition and eye-catching systems and products are to be introduced in a timely manner reflective of the market survey and research.
  - The quality assurance system needs to reflect the industrial criteria, such as the safety regulations SEMI S2 for semi-conductor equipment.
  - Management is digitalized comprehensively and compliant with ISO 27001.
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. It is our hope that with the efforts and persistence of our staff and the new technologies and skills, we will be able to continue broadening our horizon and accessing new fields despite the competition. In honor of the essence of doing it right on the first try, we will work for providing highperforming smart equipment and systems and continue to provide customers with the best service, creating the maximum value for shareholders. It is also our hope that the support from our shareholders remains.

We wish all our shareholders Peace, happiness, and full of blessings!

Mirle Automation Corporation Chairman: Sun Houng

Manager: Sun Houng

Head of Accounting: Max Lin

Supervisor’s Audit Report

Appendix 2

The 2021 Parent Company-only Financial Statement and Consolidated Financial Statement prepared and submitted by the Board of Directors have been completely audited by CPAs Tasi Mei-Chen and Chen Ming-Hui at Deloitte Taiwan and the Audit Report with unqualified opinion along with the 2021 Business Report and the Proposal on the Assignment of Earnings were issued.

The CPAs and I communicated on key matters being audited and disclosed them in the Audit Report.

The above-mentioned 2021 Parent Company-only Financial Statement and Consolidated Financial Statement, Business Report, and Proposal on the Assignment of Earnings have been reviewed by me and no discrepancy has been found. Therefore, the Report is prepared as required by Article 219 of the Company Act for your review.

The 2021 General Shareholders’ Meeting

Mirle Automation Corporation

Supervisors:

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March 17, 2022

( Parent Company-only Financial Statement)

Appendix 3

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders

Mirle Automation Corporation

Opinion

We have audited the accompanying financial statements of Mirle Automation Corporation (the “Corporation”), which comprise the balance sheets as of December 31, 2021 and 2020, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2021 and 2020, and its financial performance and its 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 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 financial statements for the year ended December 31, 2021. These matters were addressed in the context of our audit of the 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 financial statements for the year ended December 31, 2021 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 74% 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 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 21 of the 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.

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

Management is responsible for the preparation and fair presentation of the 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 financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the 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 Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 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 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 in the 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 financial statements, including the disclosures, and whether the 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 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 financial statements for the year ended December 31, 2021 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 MeiChen Tsai and Ming Hui Chen.

Deloitte & Touche Taipei, Taiwan Republic of China

March 17, 2022

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying 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 financial statements shall prevail.

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 26) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 26) Contract assets - current (Notes 4, 5, 21 and 27) Notes receivable (Notes 4, 9, 21 and 26) Accounts receivable (Notes 4, 9, 21 and 26) Receivables from related parties (Notes 4, 21, 26 and 27) Other receivables (Notes 4, 9 and 26) Other receivables from related parties (Notes 4, 26 and 27) Inventories (Notes 4, 5 and 10) Other current assets (Note 15) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8 and 26) Investments accounted for using the equity method (Notes 4 and 11) Property, plant and equipment (Notes 4, 12 and 27) Right-of-use assets (Notes 4 and 13) Intangible assets (Notes 4, 14, 27 and 28) Deferred income tax assets (Notes 4 and 23) Prepayments for equipment Refundable deposits (Note 26) Prepayments for investments (Note 15) Total non-current assets TOTAL		2021 Amount % $ 2,110,140 19 100,078 1 2,692,054 25 11,813 - 210,664 2 27,730 - 97,994 1 10,730 - 1,164,415 11 71,297 1 6,496,915 60 48,697 1 1,970,543 18 1,930,797 18 250,296 2 40,348 - 7,779 - 25,046 - 88,832 1 - - 4,362,338 40 $ 10,859,253 100		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 $ 10,215,056 100

LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term bank loans (Notes 16 and 26) Contract liabilities - current (Notes 4, 5, 21 and 27) Notes payable (Note 26) Accounts payable (Note 26) Accounts payable to related parties (Notes 26 and 27) Current income tax liabilities (Notes 4 and 23) Provisions - current (Notes 4 and 18) Lease liabilities - current (Notes 4, 13 and 26) Current portion of long-term debt (Notes 16 and 26) Accrued expenses and other current liabilities (Notes 17, 22, 26 and 27) Total current liabilities NON-CURRENT LIABILITIES Long-term debt (Notes 16 and 26) Lease liabilities - non-current (Notes 4, 13 and 26) Net defined benefit liabilities - non-current (Notes 4 and 19) Guarantee deposits received (Note 26) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE CORPORATION (Notes 4 and 20) Share Capital Ordinary 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 valuation gain (loss) on financial assets at fair value through other comprehensive income Total shareholders' equity TOTAL		2021 Amount % $ 300,000 3 1,257,822 12 51,963 - 2,352,798 22 26,676 - 156,769 1 10,688 - 25,500 - 42,724 - 708,104 7 4,933,044 45 1,188,643 11 233,936 2 302,945 3 298 - 1,725,822 16 6,658,866 61 1,955,312 18 254,964 2 902,775 8 152,050 2 1,103,145 10 (160,814) (1) (7,045) - 4,200,387 39 $ 10,859,253 100		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 $ 10,215,056 100

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

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET SALES (Notes 21 and 27) OPERATING COSTS (Notes 10, 22 and 27) GROSS PROFIT (UNREALIZED) REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 13, 22 and 27) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit (gain) loss (Note 9) Total operating expenses OTHER OPERATING INCOME AND EXPENSES (Note 22) PROFIT FROM OPERATIONS NONOPERATING INCOME AND EXPENSES Interest income (Notes 22 and 27) Other income (Notes 14, 22 and 25) Other gains and losses (Notes 22 and 27) Finance costs (Note 22) Share of gain of subsidiaries and associates (Note 11) Foreign exchange loss, net Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 23) NET PROFIT FOR THE YEAR		2021 Amount % $ 8,363,386 100 6,486,725 78 1,876,661 22 (93) - 1,876,568 22 408,372 5 425,101 5 373,714 4 (7,097) - 1,200,090 14 (148) - 676,330 8 4,818 - 16,370 - (6,226) - (11,646) - 11,852 - (81,687) (1) (66,519) (1) 609,811 7 81,915 1 527,896 6		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 (Continued)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) (Notes 19, 20 and 26) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain 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 (loss) income for the year TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 24) Basic Diluted		2021 Amount % $ (21,082) - 600 - (16,410) - (36,892) - $ 491,004 6 $ 2.70 $ 2.70		2020
				Amount % $ (11,169) - 754 - 20,544 - 10,129 - $ 523,496 7 $ 2.63 $ 2.62

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

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Share Capital 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 $ 4,516 - - - (4,516 ) - - - - - - - 2 1,233 - - - $ 1,235	Treasury Shares Transactions $ 19,150 - - - - - - - 19,150 - - - - - - - - $ 19,150
Number of Shares (In Thousands) 195,531 - - - - - - - 195,531 - - - - - - - - 195,531
				Legal Reserve $ 785,624 67,020 - - - - - - 852,644 50,131 - - - - - - - $ 902,775	Special Reserve $ 108,311 - 65,037 - - - - - 173,348 - (21,298 ) - - - - - - $ 152,050	Unappropriated Earnings $ 1,135,806 (67,020 ) (65,037 ) (488,828 ) (893 ) 513,367 (11,169) 502,198 1,016,226 (50,131 ) 21,298 (391,062 ) - - 527,896 (21,082) 506,814 $ 1,103,145

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

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit (gain) loss
Net gain on fair value change of financial assets at fair value
through profit or loss
Finance costs
Interest income
Share of gain of subsidiaries and associates
Loss (gain) on disposal of property, plant and equipment
Reversal of write-downs of inventories
Unrealized gain on transactions with subsidiaries and associates
Realized gain on transactions with subsidiaries and associates
Net loss on foreign currency exchange
Lease modification benefits
Changes in operating assets and liabilities
Contract assets
Notes receivable
Accounts receivable
Receivable from related parties
Other receivables
Other receivables - related parties
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
Cash returns from capital reduction of investments in 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

2021
2020
$ 609,811 $ 571,655
113,133
111,669
26,438
20,869
(7,097)
3,465
(384)
(204)
11,646
13,656
(4,818)
(4,052)
(11,852)
(73,077)
148
(49)
(7,820)
(17,297)
93
-
-
(760)
6,354
65,944
-
(10)
(196,387)
132,887
(908)
28,610
(5,700)
(44,776)
29,562
23,305
(50,234)
6,700
(380)
-
120,148
424,586
27,429
11,103
(385,764)
181,374
31,487
(22,889)
634,992
(404,595)
19,809
(2,200)
7,557
(3,956)
67,078
(63,731)

(24,527)

(13,226)
1,009,814
945,001

(83,456)

(36,687)

926,358

908,314
1,001
972
(420,000)
(530,000)
320,306
530,204
(27,550)
(39,280)
(Continued)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Increase in prepayments for long-term investments Net cash outflow on acquisition of subsidiaries Acquisition of property, plant and equipment Disposal of property, plant and equipment Decrease in refundable deposits Increase in other receivables from related parties Decrease in other receivables from related parties Acquisition of intangible assets Increase in prepayments for equipment Interest received Dividends received from subsidiaries Net cash used in 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 IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS, END OF THE YEAR	2021 $ - - (245,692) 1,631 25,940 (10,266) - (31,222) (22,047) 4,858 5,065 (397,976) 320,000 (320,000) 172,400 (5,000) (24,540) (391,062) (11,611) (259,813) (25,805) 242,764 1,867,376 $ 2,110,140	2020 $ (10,000) (42,966) (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

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

(Concluded)

( Consolidated Financial Statement)

Appendix 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, 2021 and 2020, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including 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, 2021 and 2020, 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, 2021. 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, 2021 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 72% 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 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 23 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, 2021 and 2020 on which we have issued an unmodified opinion.

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

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

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.
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, 2021 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 MeiChen Tsai and Ming Hui Chen.

Deloitte & Touche

Taipei, Taiwan Republic of China

March 17, 2022

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.

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4, 6 and 29) Financial assets at fair value through profit or loss - current (Notes 4, 7 and 29) Contract assets - current (Notes 4, 5, 23 and 30) Notes receivable (Notes 4, 9, 23 and 29) Accounts receivable (Notes 4, 9, 23 and 29) Receivables from related parties (Notes 4, 23, 29 and 30) Other receivables (Notes 4, 9 and 29) Other receivables from related parties (Notes 4, 29 and 30) Inventories (Notes 4, 5 and 10) Other current assets (Notes 4 and 17) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4, 8 and 29) Investments accounted for using the equity method (Notes 4 and 12) Property, plant and equipment (Notes 4, 13 and 35) Right-of-use assets (Notes 4, 14 and 35) Intangible assets (Notes 4, 30 and 31) Goodwill (Notes 4, 15 and 28) Deferred income tax assets (Notes 4 and 25) Prepayments for equipment Refundable deposits (Note 29) Prepayments for investments (Note 17) Total non-current assets		2021 Amount % $ 3,152,743 27 100,078 1 2,950,299 25 62,585 1 487,299 4 2,083 - 124,097 1 380 - 1,449,655 12 164,440 1 8,493,659 72 48,697 1 44,991 - 2,627,425 22 334,043 3 54,962 1 42,389 - 7,779 - 25,046 - 102,094 1 - - 3,287,426 28		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

TOTAL $ 11,781,085 100 $ 11,208,529 100

LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term bank loans (Notes 18 and 29) Contract liabilities - current (Notes 4, 5 and 23) Notes payable (Note 29) Accounts payable (Note 29) Accounts payable to related parties (Notes 29 and 30) Current tax liabilities (Notes 4 and 25) Provisions - current (Notes 4 and 20) Lease liabilities - current (Notes 4, 14 and 29) Current portion of long-term bank loans (Notes 18 and 29) Accrued expenses and other current liabilities (Notes 19, 29 and 30) Total current liabilities NON-CURRENT LIABILITIES Long-term bank loans (Notes 18 and 29) Lease liabilities - non-current (Notes 4, 14 and 29) Net defined benefit liabilities - non-current (Notes 4 and 21) Guarantee deposits received (Note 29) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE CORPORATION (Notes 4 and 22) Share Capital Ordinary 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 valuation gain (loss) on financial assets at fair value through other comprehensive income Total equity attributable to shareholders of the Corporation NON-CONTROLLING INTERESTS (Notes 4 and 22) Total equity TOTAL		2021 Amount % $ 300,000 3 1,338,964 11 107,786 1 3,083,183 26 13,133 - 162,977 1 11,626 - 25,931 - 42,724 - 754,548 7 5,840,872 49 1,188,643 10 234,484 2 302,945 3 318 - 77 - 1,726,467 15 7,567,339 64 1,955,312 17 254,964 2 902,775 8 152,050 1 1,103,145 9 (160,814) (1) (7,045) - 4,200,387 36 13,359 - 4,213,746 36 $ 11,781,085 100		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

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

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET SALES (Notes 4, 23, 30 and 35) OPERATING COSTS (Notes 4, 10, 24 ,27 and 30) GROSS PROFIT OPERATING EXPENSES (Notes 24 and 30) Selling and marketing expense General and administrative expense Research and development expense Expected credit gain Total operating expenses OTHER OPERATING INCOME AND EXPENSES (Note 24) PROFIT FROM OPERATIONS NONOPERATING INCOME AND EXPENSES Interest income (Note 24) Other income (Notes 16, 24 and 27) Other gains and losses (Notes 24 and 30) Finance costs (Note 24) Share of loss of associates (Note 12) Foreign exchange loss, net Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 25) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Note 22) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans		2021 Amount % $ 9,861,403 100 7,816,372 79 2,045,031 21 454,971 5 510,421 5 396,118 4 (8,414) - 1,353,096 14 (537) - 691,398 7 20,979 - 30,834 - (6,233) - (11,658) - (29,116) - (79,604) (1) (74,798) (1) 616,600 6 85,198 1 531,402 5 (21,082) -		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) - (Continued)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Unrealized gain 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 (loss) income 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 26) Basic Diluted		2021 Amount % $ 600 - (16,507) - (36,989) - $ 494,413 5 $ 527,896 5 3,506 - $ 531,402 5 $ 491,004 5 3,409 - $ 494,413 5 $ 2.70 $ 2.70		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

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

(Concluded)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(In Thousands of New Taiwan Dollars)

		Equity Attributable t	Equity Attributable t	Equity Attributable t	o Shareholders of the Corporation
Share Capital		Capital Surplus			Retained Earnings	Unrealized Valuation Exchange Gain (Loss) on Differences on Financial Translation Assets of the Financial at Fair Value Statements of Through Other Foreign Comprehensive Total Operations Income $ 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 ) - - - - - - (391,062 ) - - - - - - - - 527,896 - - (21,082) (16,410) 600 506,814 (16,410) 600 - - - $ 2,157,970 $ (160,814) $ (7,045)
		Equity Component of Convertible Investments Bonds Issued Accounted for by the Using the Corporation Equity Method $ 234,579 $ 4,516 - - - - - - - (4,516 ) - - - - - - - - 234,579 - - - - - - - - 2 - 1,233 - - - - - - - - $ 234,579 $ 1,235	Treasury Shares Transactions $ 19,150 - - - - - - - - 19,150 - - - - - - - - - $ 19,150	Total $ 258,245 - - - (4,516 ) - - - - 253,729 - - - 2 1,233 - - - - $ 254,964
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 $ 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 50,131 - (50,131 ) - (21,298 ) 21,298 - - (391,062 ) - - - - - - - - 527,896 - - (21,082) - - 506,814 - - - $ 902,775 $ 152,050 $ 1,103,145

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

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit gain
Net gain on fair value changes of financial assets at fair value
through profit or loss
Finance costs
Interest income
Share of loss of associates
Loss (gain) on disposal of property, plant and equipment
Loss on disposal of other assets
Reversal of write-down of inventories
Net loss on foreign currency exchange
Lease modification benefits
Changes in operating assets and liabilities
Contract assets
Notes receivable
Accounts receivable
Receivable from related parties
Other receivables
Other receivables from related parties
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
Cash returns from capital reduction of investments in 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

2021
2020
$ 616,600 $ 577,773
150,904
148,021
28,764
22,662
(8,414)
(64)
(384)
(204)
11,658
13,656
(20,979)
(22,999)
29,116
20,915
537
(1,697)
-
29
(7,122)
(19,637)
6,354
66,142
-
(10)
(335,275)
(16,312)
171,807
(136,013)
163,799
421,831
(90)
2,007
(65,096)
18,203
(380)
-
60,973
723,485
10,659
33,761
(337,707)
155,977
44,339
(12,044)
444,369
(695,042)
7,855
5,087
7,270
(3,679)
129,322
(161,855)

(24,527)

(13,226)
1,084,352
1,126,767

(83,044)

(45,054)

1,001,308

1,081,713
1,001
972
(420,000)
(530,000)
320,306
530,204
(35,371)
(39,280)
-
(10,000)
(Continued)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(In Thousands of New Taiwan Dollars)

Net cash outflow on acquisition of subsidiaries Acquisition of property, plant and equipment Disposal of property, plant and equipment Decrease in refundable deposits Acquisition of intangible assets Increase in prepayments for equipment Interest received Net cash used in 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 received 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 IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS, END OF THE YEAR	2021 $ - (272,473) 175 25,843 (32,158) (1,899) 22,029 (392,547) 320,000 (320,000) 172,400 (5,000) - (24,859) (391,062) (11,623) (260,144) (37,657) 310,960 2,841,783 $ 3,152,743	2020 $ (23,130) (336,740) 19,498 19,902 (22,737) (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

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

(Concluded)

Appendix 5

Mirle Automation Corporation Distribution Table of 2021 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 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%) Appropriation of special reserve (Clarifications 2) Retained earnings for the current period Distribution items: Dividends to shareholders - Cash $2.2 Undistributed earnings at the end of the period	Amount	Amount
	$527,895,714 (21,081,993)	$596,332,649 506,813,721 1,103,146,370 (50,681,372) (15,809,843)
		1,036,655,155 (430,168,697)
		$606,486,458

Clarifications:

The remaining balance of undistributed earnings at the beginning of the period was NTD 596,332,649 following the distribution for 2020.
The special reserve set aside as required by law was adjusted to reflect the difference in exchange from the conversion of financial statements of overseas operating entities and unrealized appraisal gains or losses of investments in equity instruments measured at fair value through other combined gains and losses and totaled NTD 15,809,843.

Board Chairman & President: Sun, Houng

Accounting Supervisor: Lin, Fan-Yi

Appendix 6

Mirle Automation Corporation

Comparison Table of Revisions Made to the Articles of Incorporation

Item	Amended Provision	Current Provision	Explanation of the amendments
Article 8	The Company issues its shares to registered owners only. Share certificates are issued with the signatures or seals of the directors representing the Company,subject to certification by the competent authority or any of its approved institutes. 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.	The Company issues its shares to registered owners only. Share certificates are issued with the signatures or seals ofat least three directors,subject to certification by the competent authority or any of its approved institutes. 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.	The revisions are made to go with the Company Act.
Article 9	Deleted.	The Company’s shares shall be in	The contents are combined as part of Article 15 and hence the existing article is deleted.
		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 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 Broad of Directors within six months after the end of each fiscal year. An extraordinary shareholders’ meeting is to be held whenever it is considered necessary as required by law. The Company’s shareholders’ meetings may take place in the	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 Broad of Directors within six months after the end of each fiscal year. An extraordinary shareholders’ meetingmay be convened by submit a written request stating the proposals and the reason of convening the meeting to the Broad of Directors if there are any	1. As the Audit Committee is set up, requirements concerning supervisors are deleted and written descriptions are adequately streamlined. 2. How a meeting may be calledfor

Item	Amended Provision	Amended Provision	Current Provision	Explanation of the amendments
	form of video conferencing or in any other way announced by the central competent authority.		significant matters or resolutions adopted by the Broad of Directors, or any shareholders holding more than 3% of the total	is added to go with the Company Act.
			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 19	Unless specified otherwise in laws		The Company’s shareholders are entitled to one vote for each share held.	The revisions are made to reflect the current situation.
	and regulations, each share is entitled to one vote.
Chapter V	Directors	and Audit Committee	Board of directors meeting	The revisions are made to go with the setup of the Audit Committee
Article 23	The Company shall have five to 11directors, who are to be elected among capable people through the shareholders’ meeting, to form the Board of Directors, with a term in office consisting of three years; the directors may serve multiple terms if they are re-elected. 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’		The Company shall have five to nine directors, who are to be elected among capable people through the shareholders’ meeting, to form the Board of Directors, with a term in office consisting of three years; the directors may serve multiple terms if they are re-elected. 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’	The revisions are made to reflect the current operational status.

Item	Amended Provision	Current Provision	Explanation of the amendments
	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.	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 23-1	As is required by the Securities and Exchange Act, among the directors of the Company mentioned above,at least three shall be appointed as independent directors. 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.	As is required by the Securities and Exchange Act, among the directors of the Company mentioned above,two to four shall be appointed as independent directors. 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.	The revisions are made to reflect the current operational status.
Article 24	The Company, according to the Securities and Exchange Act, sets	Deleted.	The revisions are made to go with the setup of the Audit Committee
	up the Audit Committee that consists of all independent directors. For the duties of and the
	rules of procedure and other requirements to be followed by the Audit Committee, follow the regulatory requirements of the competent authority.
Article 27	Except that the first broad meeting of each newly elected Broad 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 fromamongthemselves one	Except that the first broad meeting of each newly elected Broad 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	As the Audit Committee is set up, requirements concerning supervisors are deleted.

Item	Amended Provision	Current Provision	Explanation of the amendments
	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.	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 directorand supervisor 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.
Chapter VI (Original)	(As Chapter V Supervisor is deleted, subsequent Chapters VII	Chapter VI Supervisor	As the Audit Committee is set up, requirements concerning supervisors are deleted.
	through IX are adjusted accordingly as follows)
Article 30	Deleted.	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	As the Audit Committee is set up, requirements concerning supervisors are deleted.
		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	Deleted.	Supervisors may exercise the power of supervision individually.	As the Audit Committee is set up, requirements concerning supervisors are deleted.
Article 32	Deleted.	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.	As the Audit Committee is set up, requirements concerning supervisors are deleted.

Item	Amended Provision	Current Provision	Explanation of the amendments
		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	Deleted.	Supervisors may attend as nonvoting participants and present opinions in broad meetings in order to perform supervisory duties, but they shall	As the Audit Committee is set up, requirements concerning supervisors are deleted.
		not have voting rights.
Article 34	Deleted.	With respect to the remuneration for supervisors, the Board of Directors is authorized to decide the level of remuneration based on supervisors’involvements and	As the Audit Committee is set up, requirements concerning supervisors are deleted.
		contributions to the Company’s operations and in reference to peer levels.
Chapter VII (Original)	ChapterVIManager	ChapterVII Manager	The sequential order is adjusted to reflect the revisions made to the existing Chapter VI.
Chapter VIII (Original)	ChapterVIIAccounting	ChapterVIII Accounting	The sequential order is adjusted to go with Chapter VI.
Article 41	The Company’s fiscal year commences on January 1 and ends on December 31 each year. At the end of each fiscal year, the Board of Directorsis to prepare the following statements and bring them forth during the General Shareholders’ Meetingas required	The Company’s fiscal year commences on January 1 and ends on December 31 each year. At the end of each fiscal year, the Board of Directorsshall prepare the following statementsand submit them to the Company’s supervisor(s) to be audited 30	As the Audit Committee is set up, requirements concerning supervisors are deleted.

Item	Amended Provision	Current Provision	Explanation of the amendments
	by law to be ratified. Statements shall be prepared are as follows: 1. Business Report 2. Financial Statements. 3. Proposal for distribution of surplus earnings or covering losses	days prior to the General Shareholders’Meeting and bring them forth during the General Shareholders’ Meeting to be ratified. Statements shall be prepared are as follows: 1. 2021 Business Report 2. Financial Statements 3. Proposal for distribution of surplus earnings or covering losses
Article 42	Deleted.	After review and approval of the Company’s supervisor, the annual	As the Audit Committee is set up, requirements concerning supervisors are deleted.
		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 the remuneration to employees of no less than 1% and that to directors of no more than 2%. Where the Company has any cumulative loss, the profit shall be reserved to offset the loss first. 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 proposal for the remuneration to employees and Directors shall be reported to the General Meeting of shareholders.	Annual profits concluded by the Company shall be subject to the remuneration to employees of no less than 1% and that to directors and supervisors of no more than 2%. Where the Company has any cumulative loss, the profit shall be reserved to offset the loss first. 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. Distribution of the remuneration to employees and that to directors and supervisors shall be presented during the shareholders’meeting.	As the Audit Committee is set up, requirements concerning supervisors are deleted.
Chapter IX (Original)	ChapterVIII Supplementary Provisions	Chapter IX Supplementary Provisions	The sequential order is adjusted to reflect the revisions made to the existing Chapter VI.

Item	Amended Provision	Current Provision	Explanation of the amendments
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- fifth amendments are omitted) 26. The 26th amendment was made on July 29, 2021. 27. The 27th amendment was made on June 9, 2022.	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- sixth amendments are omitted) 26. The 26th amendment was made on July 29, 2021.	The date of this amendment is added.

Appendix 7

Mirle Automation Corporation

Comparison Table of Revisions Made to the Procedure for the Acquisition or Disposition of Assets

Item	Amended Provision	Current Provision	Reason of Amendm ent
Article 5	For the appraisal report or the opinions from the CPA, the attorney, or the securities underwriter obtained by the Company, the professional appraiser and the appraisal staff, CPA, attorney, or securities underwriter shall meet the following requirements. 1. No finalized sentence in prison of at least one year due to violation of the Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, the Business Entity Accounting Act or frauds, breach of trust, embezzlement, forgery, or criminal act during business operation. This, however, does not apply to those having served their sentence in prison, probation period, or when it has been three years following a pardon. 2. No correlation or substantial relationship with the parties to the transaction 3. If the appraisal report shall be obtained from at least two professional appraisers, different professional appraisers or appraisal staff may not be related to one another or are substantially correlated. The said parties in the preceding paragraph,toissue	For the appraisal report or the opinions from the CPA, the attorney, or the securities underwriter obtained by the Company, the professional appraiser and the appraisal staff, CPA, attorney, or securities underwriter shall meet the following requirements. 1. No finalized sentence in prison of at least one year due to violation of the Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, the Business Entity Accounting Act or frauds, breach of trust, embezzlement, forgery, or criminal act during business operation. This, however, does not apply to those having served their sentence in prison, probation period, or when it has been three years following a pardon. 2. No correlation or substantial relationship with the parties to the transaction 3. If the appraisal report shall be obtained from at least two professional appraisers, different professional appraisers or appraisal staff may not be related to one another or are substantially correlated. The said parties in the preceding paragraph,toissue	The revisions are made in accordan ce with the FSC Issuance No. 11103804 65 letter.

Item	Amended Provision	Current Provision	Reason of Amendm ent
	an appraisal report or opinions, shall followthe self-discipline norms of the respective associations they belong to and the requirements below: 1. Prior to undertaking a case, careful self-assessment of professionalism, practical experiences, and independence shall be performed. 2. Whenimplementinga case, appropriate operating procedures shall be properly planned and enforced in order to render a conclusion and produce a report or opinions accordingly and the procedure enforced, data collected, and conclusions reached shall be truthfully and thoroughly documented in the work sheet. 3. For the sources of data, parameters, and information, among others, used, theadequacy and legitimacy shall be evaluated item by item and accordingly the appraisal report or opinions may be issued. 4. The disclaimer shall cover the statement that related staff has the professionalism and is independent and that the information used has been determined to be appropriate andreasonable and compliant with applicable laws and regulations.	an appraisal report or opinions, shall follow the requirements below: 1. Prior to undertaking a case, careful self-assessment of professionalism, practical experiences, and independence shall be performed. 2. Whenauditing a case, appropriate operating procedures shall be properly planned and enforced in order to render a conclusion and produce a report or opinions accordingly and the procedure enforced, data collected, and conclusions reached shall be truthfully and thoroughly documented in the work sheet. 3. For the sources of data, parameters, and information, among others, used, theintegrity, accuracy, and legitimacy shall be evaluated item by item and accordingly the appraisal report or opinions may be issued. 4. The disclaimer shall cover the statement that related staff has the professionalism and is independent and that the information used has been determined to be reasonableand accurate and compliant with applicable laws and regulations.
Article 6	Procedure for the Acquisition or Disposal of Real Estate Properties, Equipment, or Their Right-of-Use Assets I. Evaluation and operating	Procedure for the Acquisition or Disposal of Real Estate Properties, Equipment, or Their Right-of-Use Assets I. Evaluation and operating	The revisions are made in accordan

Item	Amended Provision	Current Provision	Reason of Amendm ent
	procedure The Company acquires or disposes of real estate properties, equipment, or their right-of- use assets exclusively in compliance with the cyclic procedure for fixed assets as part of the Company’s internal control system. II. Transaction conditions and procedure to decide the authorized amount (I) In the acquisition or disposal of real estate properties or their right- of-use assets, the announced current value, the rated value, the actual transaction price of real estate properties in the surroundings or their right of use assets shall be referred to while the transaction conditions and the transaction price are being decided and the analysis report shall be prepared and submitted to the Board of Directors and be approved before they may be enforced. The Board of Directors, however, may authorize the Chairman or the President to make a decision up to a certain value, that is, NTD50 million, inclusive, and report it to the Board of Directors for follow-up approval. (II) In the acquisition or disposal of real estate properties or their right-	procedure The Company acquires or disposes of real estate properties, equipment, or their right-of- use assets exclusively in compliance with the cyclic procedure for fixed assets as part of the Company’s internal control system. II. Transaction conditions and procedure to decide the authorized amount (I) In the acquisition or disposal of real estate properties or their right- of-use assets, the announced current value, the rated value, the actual transaction price of real estate properties in the surroundings or their right of use assets shall be referred to while the transaction conditions and the transaction price are being decided and the analysis report shall be prepared and submitted to the Board of Directors and be approved before they may be enforced. The Board of Directors, however, may authorize the Chairman or the President to make a decision up to a certain value, that is, NTD30 million, inclusive, and report it to the Board of Directors for follow-up approval. (II) In the acquisition or disposal of real estate properties or their right-	ce with the FSC Issuance No. 11103804 65 letter and to reflect the setup of the Audit Committe e and the current operation al status of the Company.

Item	Amended Provision		Current Provision	Reason of Amendm ent
	of-use assets, either price inquiry, price comparison, price negotiation, or tendering shall be done and the Chairman or the President shall make the decision. If a trading value reaches above NTD50million, exclusive, it shall be approved by the Board of Directors first. III. Executive Unit When acquiring or disposing of real estate properties, equipment or their right-of-use assets, the Company shall submit it for approval reflective of the decision-making power in the preceding paragraph and the Department where it is used and the Management Center are responsible for enforcing it. IV. Real Estate Properties or Equipment Appraisal Report When acquiring or disposing of real estate properties, equipment or their user right assets, except for transactions with domestic government agencies, outsourced construction on self- owned land, outsourced construction on rented land, or the acquisition or disposal of operating equipment or its right- of-use assets, as long as the tradingvalue		of-use assets, either price inquiry, price comparison, price negotiation, or tendering shall be done and the Chairman or the President shall make the decision. If a trading value reaches above NTD30million, exclusive, it shall be approved by the Board of Directors first. (III) If any director objects to the Company’s acquisition or disposal of assets which is subject to approval by the Board of Directors pursuant to its existing procedure or other laws and regulations, and such objection is recorded or stated in writing, the Company shall also deliver relevant documents on such objection to the supervisors. (IV) If independent directors are already in place at the Company, when asset acquisition or disposition is brought forth in the Board of Directors meeting for discussion as required, opinions from respectively independent directors shall be fully taken into consideration. Objections or qualified opinions of the independent directors, if any, shall be specified in the minutes of the Board of

Item	Amended Provision		Current Provision	Reason of Amendm ent
	reaches 20% of the Company’s paid-in capital size or NTD 300 million and above, the quotation report issued by a professional appraiser shall be obtained prior to the actual occurrence date and the following requirements shall be fulfilled: (I) When restricted prices, specific prices, or special prices need to serve as the reference for the transaction price for special reasons, such transaction shall be submitted to the Board of Directors for a decision first. The same shall apply upon changes to the transaction conditions in the future. (II) When the trading value reaches NTD 1 billion and above, appraisals shall be provided by at least two professional appraisers. (III) Where any one of the following circumstances applies with respect to the professional appraiser’s appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed ofarelower	Directors meeting. (V) If the Company has already set up the Audit Committee, transactions of important assets or derivatives shall be approved by at least one half of all members of the Audit Committee and by the Board of Directors. The requirements in Paragraphs 4 and 5 of Article 14 apply. III. Executive Unit When acquiring or disposing of real estate properties, equipment or their right-of-use assets, the Company shall submit it for approval reflective of the decision-making power in the preceding paragraph and the Department where it is used and the Management Center are responsible for enforcing it. IV. Real Estate Properties or Equipment Appraisal Report When acquiring or disposing of real estate properties, equipment or their user right assets, except for transactions with domestic government agencies, outsourced construction on self-owned land, outsourced construction on rented land, or the acquisition or disposal of operating equipment or its right-of- use assets, as long as the trading value reaches 20% of the Company’spaid-in	(V)

Item	Amended Provision	Current Provision	Reason of Amendm ent
	than the transaction amount, a certified public accountant shall be asked to render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: 1. The appraisal result is different from the trading value by at least 20% of the trading value. 2. The difference between appraisal results provided by at least two professional appraisers reaches 10% and above of the transaction price. (IV) through (VI) are omitted (not revised)	capital size or NTD 300 million and above, the quotation report issued by a professional appraiser shall be obtained prior to the actual occurrence date and the following requirements shall be fulfilled: (I) When restricted prices, specific prices, or special prices need to serve as the reference for the transaction price for special reasons, such transaction shall be submitted to the Board of Directors for a decision first. The same shall apply upon changes to the transaction conditions in the future. (II) When the trading value reaches NTD 1 billion and above, appraisals shall be provided by at least two professional appraisers. (III) Where any one of the following circumstances applies with respect to the professional appraiser’s appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountantshall

Item	Amended Provision	Current Provision	Current Provision	Reason of Amendm ent
		(IV)	be engaged to perform the appraisalin accordance with the provisions of Statement of Auditing Standard 20 published by the ROC Accounting Research and Development Foundation andrender a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: 1. The appraisal result is different from the trading value by at least 20% of the trading value. 2. The difference between appraisal results provided by at least two professional appraisers reaches 10% and above of the transaction price. through (VI) are omitted (notrevised)
Article 7	Procedure for the Acquisition or Disposal of Investments in Securities I. Evaluation and operating procedure The Company follows the cyclic procedure for investments as part of the Company’s internal control system when purchasing and selling long- term/short-term securities. II. Transaction conditions and procedure to decide the authorized amount (I)Tradingof securities at	Procedure for the Acquisition or Disposal of Investments in Securities I. Evaluation and operating procedure The Company follows the cyclic procedure for investments as part of the Company’s internal control system when purchasing and selling long- term/short-term securities. II. Transaction conditions and procedure to decide the authorized amount (I)Tradingof securities at		The revisions are made in accordan ce with the FSC Issuance No. 11103804 65 letter and to reflect the setup of the Audit Committe

Item	Amended Provision	Current Provision	Reason of Amendm ent
	the stock exchange or the operating site of securities dealers shall be determined by the responsible unit reflective of market quotations. When the value is below NTD80 million, inclusive, the Chairman or the President may approve it and bring it forth during the next Board of Directors meeting to be filed for reference. When the value exceeds NTD80 million, on the other hand, prior approval by the Board of Directors is required before it may take place. (II) For trading of securities that does not take place at a stock exchange or the operating site of securities dealers, financial statements obtained from underlying companies that have been audited and certified or reviewed by the CPA shall be obtained first to serve as reference while the transaction price is being evaluated, taking into consideration the net value per share, profitability, and developmental potential in the future, etc. When the value is below NTD50million, inclusive, the Chairmanor the	the stock exchange or the operating site of securities dealers shall be determined by the responsible unit reflective of market quotations. When the value is below NTD50 million, inclusive, the Chairman or the President may approve it and bring it forth during the next Board of Directors meeting to be filed for reference. When the value exceeds NTD50 million, on the other hand, prior approval by the Board of Directors is required before it may take place. (II) For trading of securities that does not take place at a stock exchange or the operating site of securities dealers, financial statements obtained from underlying companies that have been audited and certified or reviewed by the CPA shall be obtained first to serve as reference while the transaction price is being evaluated, taking into consideration the net value per share, profitability, and developmental potential in the future, etc. When the value is below NTD30million, inclusive, the Chairmanor the	e and the current operation al status of the Company.

Item	Amended Provision		Current Provision	Reason of Amendm ent
	President shall approve it and bring it forth during the next Board of Directors meeting to be filed for reference with the report of profits or losses yet to be realized of long- term/short-term securities provided. When the value exceeds NTD50 million, approval by the Board of Directors shall be obtained, too, before it may take place. III. Executive Unit With investments in long-term/short-term securities, the Company shall submit it for approval reflective of the decision- making power in the preceding paragraph and the finance and accounting unit is responsible for implementing it. IV. Obtaining Expert Opinions (I) When acquiring or disposing of securities, the Company shall obtain the most recent financial statements of benchmark companies audited and certified or reviewed and approved by CPAs prior to the actual date of occurrence for reference. In addition, when the trading value reaches 20% of the Company’s paid-in capital size or NTD 300 million and above, CPAs shallbe		(III)

Item	Amended Provision		Current Provision	Reason of Amendm ent
	approached for opinions on the adequacy of the transaction price prior to the actual date of occurrence. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission. (II) through (III) are omitted (not revised)	opinions of the independent directors, if any, shall be specified in the minutes of the Board of Directors meeting. (V) If the Company has already set up the Audit Committee, transactions of important assets or derivatives shall be approved by at least one half of all members of the Audit Committee and by the Board of Directors. The requirements in Paragraphs 4 and 5 of Article 14 apply. III. Executive Unit With investments in long-term/short-term securities, the Company shall submit it for approval reflective of the decision- making power in the preceding paragraph and the finance and accounting unit is responsible for implementing it. IV. Obtaining Expert Opinions (I) When acquiring or disposing of securities, the Company shall obtain the most recent financial statements of benchmark companies audited and certified or reviewed and approved by CPAs prior to the actual date of occurrence for reference. In addition, when the transaction value reaches 20% of the paid-in capital size of the Company or	(V)

Item	Amended Provision	Current Provision	Reason of Amendm ent
		NTD300 million and above, CPAs shall be approached for opinions on the adequacy of the transaction price prior to the actual date of occurrence.If the CPA needs to adopt an expert report, the requirements under Auditing Standard 20 released by the Accounting Research and Development Foundation shall be followed.This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission. (II) through (III) are omitted (notrevised)
Article 8	Procedure for transactions with a related party I. For the acquisition or disposal of assets between the Company and related parties, besides Articles 7, 8, and 9, and hereunder that shall be followed for related decision-making procedures and evaluating the legitimacy of transaction conditions, among others, for those with a trading value reaching 10% and above of the Company’s total assets, the appraisal reports issued by professional appraisers or CPA’s opinions shall be obtained as required	Procedure for transactions with a related party I. For the acquisition or disposal of assets between the Company and related parties, besides Articles 7, 8, and 9, and hereunder that shall be followed for related decision-making procedures and evaluating the legitimacy of transaction conditions, among others, for those with a trading value reaching 10% and above of the Company’s total assets, the appraisal reports issued by professional appraisers or CPA’s opinions shall be obtained as required	The revisions are made in accordan ce with the FSC Issuance No. 11103804 65 letter and to reflect the setup of the Audit Committe e and the current operation

Item	Amended Provision	Current Provision	Reason of Amendm ent
	by Articles 7, 8, and 9 as well. The calculation of the trading value shall be based on the requirements in Article 12. When determining if a counterpart is a related party, besides paying attention to the legal form, substantial relationship shall be considered as well. II. Evaluation and operating procedure When acquiring or disposing of real estate properties or their right-of- use assets or other assets than real estate properties or their right-of-use assets from related parties and the trading value reaches 20% of the Company’s paid-in capital size, 10% of the Company’s total assets or NTD 300 million and above, except for trading of domestic government bonds, bonds with buy- back or sell-back requirements, subscription or buy-back of funds on the money market issued by domestic securities investment trust businesses, the following materials shall be submitted to the Audit Committee and the Board of Directors for approval before the transaction contract may be entered into and payment may be made: (I) Purpose, necessity, and expected benefits of the acquisition or disposal of assets. (II) Reason for choosing therelated partyto be	by Articles 7, 8, and 9 as well. The calculation of the trading value shall be based on the requirements in Article 12. When determining if a counterpart is a related party, besides paying attention to the legal form, substantial relationship shall be considered as well. II. Evaluation and operating procedure When acquiring or disposing of real estate properties or their right-of- use assets or other assets than real estate properties or their right-of-use assets from related parties and the trading value reaches 20% of the Company’s paid-in capital size, 10% of the Company’s total assets or NTD 300 million and above, except for trading of domestic government bonds, bonds with buy- back or sell-back requirements, subscription or buy-back of funds on the money market issued by domestic securities investment trust businesses, the following materials shall be submitted to the Board of Directors for approval and to the supervisors for ratificationbefore the transaction contract may be entered into and payment may be made: (I) Purpose, necessity, and expected benefits of the acquisition or disposal of assets. (II) Reason for choosing therelated partyto be	al status of the Company.

Item	Amended Provision	Current Provision	Reason of Amendm ent
	the counterpart. (III) For the acquisition of real estate properties or their right-of-use assets from a related party, related materials on the adequacy of the expected trading conditions shall be evaluated as required by Paragraph 3 hereunder. (Ⅳ) The original date and price of acquisition from the related party, the counterpart and his/her relationship with the Company and the related party, among others. (V) The income and expenditure forecast in cash for respective months in the coming year starting from the month when the contract is expected to be signed and the evaluation over the necessity of the transaction and the legitimacy of funds utilization. (VI) Appraisal report obtained from a professional appraiser or CPA opinions as required under the Subparagraph of this article. (VII) Restrictions and other important matters agreed upon of the current transaction. The calculation of the trading value mentioned in the preceding paragraph	the counterpart. (III) For the acquisition of real estate properties or their right-of-use assets from a related party, related materials on the adequacy of the expected trading conditions shall be evaluated as required by Paragraph 3 hereunder. (Ⅳ) The original date and price of acquisition from the related party, the counterpart and his/her relationship with the Company and the related party, among others. (V) The income and expenditure forecast in cash for respective months in the coming year starting from the month when the contract is expected to be signed and the evaluation over the necessity of the transaction and the legitimacy of funds utilization. (VI) Appraisal report obtained from a professional appraiser or CPA opinions as required under Subparagraph of this article. (VII) Restrictions and other important matters agreed upon of the current transaction. The calculation of the trading value mentioned in the preceding paragraph

Item		Amended Provision		Current Provision	Reason of Amendm ent
		shall be based on the requirements in Article 12 and “within a year” as stated is based on the actual date of occurrence of the current transaction, retroactively by one year. It is allowed not to include those already submitted to the Audit Committee and the Board of Directors and approvedas required herein. For the following transactions between the Company and its subsidiaries or between subsidiaries in which the Company directly or indirectly holds 100 percent of the issued shares or the capital size, the Board of Directors may authorize the Chairman or the President to go ahead and approve any value below NTD50million, inclusive, and then bring it forth during the most recent Board of Directors’ meeting for follow-up approval: 1. Acquisition or disposal of operating equipment or its right-of-use assets. 2. Acquisition or disposal of operating real estate properties or their right-of-use assets. (VIII)For transactions engaged in by the Company or its subsidiaries that are not a domestic public offering company, if the trading value		shall be based on the requirements in Article 12 and “within a year” as stated is based on the actual date of occurrence of the current transaction, retroactively by one year. It is allowed not to include those already submitted to the Board of Directors for approval and to the supervisors for ratification as required herein. For the following transactions between the Company and its subsidiaries or between subsidiaries in which the Company directly or indirectly holds 100 percent of the issued shares or the capital size, the Board of Directors may authorize the Chairman or the President to go ahead and approve any value below NTD30million, inclusive, and then bring it forth during the most recent Board of Directors’ meeting for follow-up approval: 1. Acquisition or disposal of operating equipment or its right-of-use assets. 2. Acquisition or disposal of operating real estate properties or their right-of-use assets. (VIII)When independent directors are available in the Company, upon submission to the Board of Directors for discussion as

Item	Amended Provision		Current Provision	Reason of Amendm ent
	reaches 10% of the Company’s total assets and above, materials under respective subparagraphs of Paragraph 2 shall be presented during the shareholders’ meeting to obtain consent before the transaction contract may be entered into and payment may be made. This does not apply, however, to transactions between the Company and its parent company, subsidiaries, or between its subsidiaries. III. Rationality assessment of transaction cost (I) through (IV) are omitted (not revised) (V) When results of the evaluation performed as required hereunder in the acquisition of real estate properties or their right-of-use assets from a related party are consistently below the transaction price, the Company shall handle them as follows. 1. The Company shall set aside special reserve as required by Article 41 Paragraph 1 of the Securities and Exchange Act for the difference between the	required hereunder, opinions from respective independent directors shall be sufficiently considered. In case of any disagreement or qualified opinion from independent directors, it shall be stated so in the minutes of the Board of Directors meeting. (IX) When the Audit Committee is available in the Company, matters to be ratified by supervisors as required by Subparagraph 2 shall be approved by at least one half of all members of the Audit Committee first and submitted to the Board of Directors for a final decision. The requirements under Article 14 Subparagraphs 4 and 5 apply. III. Rationality assessment of transaction cost (I) through (IV) are omitted (not revised) (V) When results of the evaluation performed as required hereunder in the acquisition of real estate properties or their right-of-use assets from a related party are consistently below the transaction price, the Company shall handlethemas

Item	Amended Provision	Amended Provision	Current Provision	Reason of Amendm ent
	2. 3.	transaction price and the evaluation cost of the real estate properties or their right-of-use assets; assignment or allotment of shares transferred to capital increase is disallowed. If a public company uses the equity method to account for its investment in the Company, then the special reserve called for under Article 41, Paragraph 1 of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share of public company’s equity stake in the Company. The independent directors of the Audit Committee shall follow the requirements in Article 218 of the Company Act. How conditions specified in Points 1 and 2 of Item (V) hereunder are handled shall be presented during the shareholders’ meeting, with details of the transaction to be disclosed in the Annual Reportand	follows. 1. The Company shall set aside special reserve as required by Article 41 Paragraph 1 of the Securities and Exchange Act for the difference between the transaction price and the evaluation cost of the real estate properties or their right-of-use assets; assignment or allotment of shares transferred to capital increase is disallowed. If a public company uses the equity method to account for its investment in the Company, then the special reserve called for under Article 41, Paragraph 1 of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share of public company’s equity stake in the Company. 2.Supervisors shall follow the requirements in Article 218 of the Company Act. When the Audit Committee has been set up as required by the

Item	Amended Provision	Current Provision	Current Provision	Reason of Amendm ent
	the Prospectus. When special reserve is set aside as required in the preceding paragraph by the Company, such special reserve may only be allocated when price falling losses are recognized for the assets purchased or rented at a high price or the lease contract has been terminated or adequate compensation or reinstatement has been done or there is other evidence supporting absence of illegitimacy and after it is approved by the Financial Supervisory Commission under the Executive Yuan. (VI) through (VII) are omitted (not revised)	3.	Act, the foregoing paragraph hereunder shall apply to independent directors who are members of the Audit Committee. How conditions specified in Points 1 and 2 of Item (V) hereunder are handled shall be presented during the shareholders’ meeting, with details of the transaction to be disclosed in the Annual Report and the Prospectus. When special reserve is set aside as required in the preceding paragraph by the Company, such special reserve may only be allocated when price falling losses are recognized for the assets purchased or rented at a high price or the lease contract has been terminated or adequate compensation or reinstatement has been done or there is other evidence supporting absence of illegitimacy and after it is approved bytheFinancial

Item	Amended Provision	Current Provision	Reason of Amendm ent
		Supervisory Commission under the Executive Yuan. (VI) through (VII) are omitted (notrevised)
Article 9	Procedure for the Acquisition or Disposal of Intangible Assets or Their User Right-associated Assets or Membership Cards I. Evaluation and operating procedure The procedure for acquiring or disposing of intangible assets or their right-of-use assets or membership cards is consistently based on cyclic procedure for fixed assets as part of the Company’s internal control system. II. Transaction conditions and procedure to decide the authorized amount (I) In the acquisition or disposal of intangible assets or their right-of- use assets, the expert evaluation report or the fair market price on the market shall be referred to while a decision is made on the transaction conditions and the transaction price; the analysis report will be prepared and submitted to the Chairman or the President. When the value involved is below 3% of the paid-in capital size or NTD 30 million and above, approval from the Chairman or the President shall be obtained and it shall be	Procedure for the Acquisition or Disposal of Intangible Assets or Their User Right-associated Assets or Membership Cards I. Evaluation and operating procedure The procedure for acquiring or disposing of intangible assets or their right-of-use assets or membership cards is consistently based on cyclic procedure for fixed assets as part of the Company’s internal control system. II. Transaction conditions and procedure to decide the authorized amount (I) In the acquisition or disposal of intangible assets or their right-of- use assets, the expert evaluation report or the fair market price on the market shall be referred to while a decision is made on the transaction conditions and the transaction price; the analysis report will be prepared and submitted to the Chairman or the President. When the value involved is below 3% of the paid-in capital size or NTD 30 million and above, approval from the Chairman or the President shall be obtained and it shall be	The revisions are made in accordan ce with the FSC Issuance No. 11103804 65 letter and to reflect the setup of the Audit Committe e.

Item	Amended Provision		Current Provision	Reason of Amendm ent
	brought forth during the next Board of Directors meeting to be filed for reference. When the value involved exceeds NTD 30 million, on the other hand, approval from the Board of Directors shall be obtained, too, before it may take place. (II) In the acquisition or disposal of membership cards, the fair market price on the market shall be referred to while a decision is made on the transaction conditions and the transaction price; the analysis report will be prepared and submitted to the President. When the value involved is below NTD 2 million, approval from the General Manager shall be obtained and it shall be brought forth during the next Board of Directors meeting to be filed for reference. When the value involved exceeds NTD 2 million, on the other hand, approval from the Board of Directors shall be obtained, too, before it may take place. III. Executive Unit When acquiring or disposing of intangible assets or their right-of-use assets, the Company shall submit it for approval reflective of the decision- making power in the		brought forth during the next Board of Directors meeting to be filed for reference. When the value involved exceeds NTD 30 million, on the other hand, approval from the Board of Directors shall be obtained, too, before it may take place. (II) In the acquisition or disposal of membership cards, the fair market price on the market shall be referred to while a decision is made on the transaction conditions and the transaction price; the analysis report will be prepared and submitted to the President. When the value involved is below NTD 2 million, approval from the General Manager shall be obtained and it shall be brought forth during the next Board of Directors meeting to be filed for reference. When the value involved exceeds NTD 2 million, on the other hand, approval from the Board of Directors shall be obtained, too, before it may take place. (III) If any director objects to the Company’s acquisition or disposal of assets which is subject to approval by the Board of Directors pursuant to its existing procedure or other laws and regulations,

Item	Amended Provision		Current Provision	Reason of Amendm ent
	preceding paragraph and the Department where it is used and the Management Center are responsible for enforcing it. IV. Expert evaluation report for intangible assets or their user right-associated assets or membership cards (I) When acquiring or disposing of membership cards with a trading value reaching 1% of the paid-in capital size or NTD 8 million and above, the Company shall have an expert to issue the appraisal report. (II) When acquiring or disposing of intangible assets or their Right-of- Use assets with a trading value reaching 10% of the paid-in capital size or NTD 40 million and above, the Company shall have an expert to issue the appraisal report. (III) When the trading value of intangible assets or their right-of-use assets or membership cards to be acquired or disposed of by the Company reaches 20% of the Company’s paid-in capital size or NTD 300 million and above, besides transactions with domestic government agencies, CPAs shall be approached for opinions on the adequacy of the transaction price prior to the actualdate of	and such objection is recorded or stated in writing, the Company shall also deliver relevant documents on such objection to the supervisors. (IV) If independent directors are already in place at the Company, when asset acquisition or disposition is brought forth in the Board of Directors meeting for discussion as required, opinions from respectively independent directors shall be fully taken into consideration. Objections or qualified opinions of the independent directors, if any, shall be specified in the minutes of the Board of Directors meeting. (V) If the Company has already set up the Audit Committee, transactions of important assets or derivatives shall be approved by at least one half of all members of the Audit Committee and by the Board of Directors. The requirements in Paragraphs 4 and 5 of Article 14 apply. III. Executive Unit When acquiring or disposing of intangible assets or their right-of-use assets, the Company shall submit it for approval

Item	Amended Provision	Current Provision	Reason of Amendm ent
	occurrence. (IV) The calculation of the transaction value shall be based on the requirements in Article 12. It is allowed not to include those already included in the appraisal report or CPA opinions obtained from professional appraisers or CPA opinions as required.	reflective of the decision- making power in the preceding paragraph and the Department where it is used and the Management Center are responsible for enforcing it. IV. Expert evaluation report for intangible assets or their user right-associated assets or membership cards (I) When acquiring or disposing of membership cards with a trading value reaching 1% of the paid-in capital size or NTD 8 million and above, the Company shall have an expert to issue the appraisal report. (II) When acquiring or disposing of intangible assets or their Right- of-Use assets with a trading value reaching 10% of the paid-in capital size or NTD 40 million and above, the Company shall have an expert to issue the appraisal report. (III) When the trading value of the intangible assets or their right-of- use assets or membership cards to be acquired or disposed of by the Company reaches 20% of the Company’s paid-in capital or NTD 300 million and above, except for transactions with domestic governmentagencies,

Item	Amended Provision	Current Provision	Reason of Amendm ent
		CPAs shall be approached for opinions on the adequacy of the transaction price prior to the actual date of occurrenceand shall follow the requirements under Auditing Standard 20 released by the Accounting Research and Development Foundation. (IV) The calculation of the transaction value shall be based on the requirements in Article 12. It is allowed not to include those already included in the appraisal report or CPA opinions obtained from professional appraisers or CPA opinions asrequired.
Article 10	Procedure for the acquisition or disposition of derivatives I. Transaction Principle and Policy (I) through (II) are omitted (not revised) (III) Responsibilities 1. Finance (1) Trader A. Responsible for preparing the strategies for trading of financial instruments throughout the Company. B. The trader shall calculate the	Procedure for the acquisition or disposition of derivatives I. Transaction Principle and Policy (I) through (II) are omitted (not revised) (III) Responsibilities 1. Finance (1) Trader A. Responsible for preparing the strategies for trading of financial instruments throughout the Company. B. The trader shall calculate the	The revisions are made to go with the setup of the Audit Committe e

Item	Amended Provision	Current Provision	Reason of Amendm ent
	positions regularly, that is, once every two weeks, collect market information, determine the trends and evaluates the risk, and prepare the operational strategies. Once they are approved according to the decision- making power, they will serve as the bases for transactions engaged in. C. Engages in transactions according to the scope of authorization and established strategies. D. In cases of major changes on the financial market or when it is determined by the trader that existing strategies are no longer applicable, the trader may submit	positions regularly, that is, once every two weeks, collects market information, determines the trends and evaluates the risk, and prepares the operational strategies. Once they are approved according to the decision- making power, they will serve as the bases for transactions engaged in. C. Engages in transactions according to the scope of authorization and established strategies. D. In cases of major changes on the financial market or when it is determined by the trader that existing strategies are no longer applicable, the trader may submit

Item	Amended Provision	Current Provision	Reason of Amendm ent
	the evaluation report and re- define the strategies at any time. Once they are approved by the President, they will serve as the bases for transactions engaged in. (2) Accountant A. Confirms transactions engaged in. B. Reviews whether a transaction is enforced according to the authorized power and existing strategies. C. Does the appraisal on a monthly basis and submits the appraisal report to the President for approval. D. Takes care of accounting affairs. (3) Delivery person carries out the delivery task. (4) Filing and announcement	the evaluation report and re-define the strategies at any time. Once they are approved by the President, they will serve as the bases for transactions engaged in. (2) Accountant A. Confirms transactions engaged in. B. Reviews whether a transaction is enforced according to the authorized power and existing strategies. C. Does the appraisal on a monthly basis and submits the appraisal report to the President for approval. D. Takes care of accounting affairs. (3) Delivery person carries out the delivery task. (4) Filing and announcement is done as required by the Securities and

Item	Amended Provision	Current Provision	Reason of Amendm ent
	is done as required by the Securities and Futures Commission. (5) Decision- making power over derivatives A. Hedging transactions: Regardless of the value, transactions may not be engaged in without approval from the President. They shall also be brought forth during the Board of Directors meeting later. Transaction s hereunder are meant for hedging purpose, not for making profits. 2. Audit Department Responsible for understanding the adequacy of internal control over trading of derivatives and auditing the trading department on compliance with operating procedures aswell	Futures Commission. (5) Decision- making power over derivatives A.Hedging transactions : Regardless of the value, transactions may not be engaged in without approval from the President. They shall also be brought forth during the Board of Directors meeting later. Transaction s hereunder are meant for hedging purpose, not for making profits. B.If any director objects to the Company’s acquisition or disposal of assets which is subject to approval by the Board of Directors pursuant to

Item	Amended Provision	Current Provision	Current Provision	Reason of Amendm ent
	as analyzing the transaction cycle and preparing the Audit Report and reporting to the Board of Directors in cases of major deficiencies. 3. Performance evaluation Hedging transactions: (1) The performance evaluation is based on the gains or losses generated between the booked exchange rate cost and the trading of derivatives. (2)In order to sufficiently keep track of and express the appraisal risk of each transaction, the Company adopts the monthly appraisal settlement approach in the evaluation of gains or losses. 4. Deciding the total contract value and upper limit of losses (1)Total contract value: Hedging transactions: TheFinance		its existing procedure or other laws and regulations, and such objection is recorded or stated in writing, the Company shall also deliver relevant documents on such objection to the supervisors. Furthermore , if independent directors are available in the Company, when transactions of assets to be acquired or disposed of are submitted to the Board of Directors for discussion as required, opinions from respective independent directors shall be sufficiently considered and any approving

Item	Amended Provision	Current Provision	Reason of Amendm ent
	Department shall keep track of the overall positions of the Company in order to avoid the transactional risk. The value of hedging transactions is not to exceed two-thirds of the overall net positions of the Company. If it exceeds two- thirds, it shall be submitted to and approved by the President. (2) Upper limit of losses Since hedging transactions are meant to avoid risks, the upper limit of losses may not exceed 10% of the value of all contracts or each contract. In cases of major undesirable impacts, however, the Company may gather related people at any time to come up with a countermeasure . II is omitted (not revised) III. Internalauditsystem	or opposing opinions and rationales from them shall be included as part of the meeting minutes. If the Company has already set up the Audit Committee, transactions of important assets or derivatives shall be approved by at least one half of all members of the Audit Committee and by the Board of Directors. The requirement s in Paragraphs 4 and 5 of Article 14 apply. 2. Audit Department Is responsible for understanding the adequacy of internal control over trading of derivatives and auditing the trading department on compliance withoperating

Item	Amended Provision	Current Provision	Reason of Amendm ent
	(I) Internal auditors shall regularly learn about the propriety of internal control in derivative transactions, verify the compliance of the transaction department’s derivative transactions with the applicable procedure on a monthly basis, analyze the transaction cycles, and prepare audit reports; if any severe violation is identified, the Audit Committee shall be informed in writing. III. Internal auditors shall file with the Securities and Futures Institute the Audit Report and inspection status throughout the internal audit year before the end of February of the following year and file with the Securities and Futures Institute corrections of abnormalities no later than the end of May of the following year. IV through V are omitted (not revised)	procedures as well as analyzing the transaction cycle and preparing the Audit Report and reporting to the Board of Directors in cases of major deficiencies. 3. Performance evaluation Hedging transactions: A. The performance evaluation is based on the gains or losses generated between the booked exchange rate cost and the trading of derivatives. B. In order to sufficiently keep track of and express the appraisal risk of each transaction, the Company adopts the monthly appraisal settlement approach in the evaluation of gains or losses. 4. Deciding the total contract value and upper limit of losses (1) Total contract value Hedging transactions:

Item	Amended Provision	Current Provision	Reason of Amendm ent
		The Finance Department shall keep track of the overall positions of the Company in order to avoid the transactional risk. The value of hedging transactions is not to exceed two-thirds of the overall net positions of the Company. If it exceeds two- thirds, it shall be submitted to and approved by the President. (2) Upper limit of losses Since hedging transactions are meant to avoid risks, the upper limit of losses may not exceed 10% of the value of all contracts or each contract. In cases of major undesirable impacts, however, the Company may gather related people at any time to come up with a countermeasure . II is omitted (not revised)

Item	Amended Provision	Current Provision	Reason of Amendm ent
		III. Internal audit system (I) Internal auditors shall regularly learn about the propriety of internal control in derivative transactions, verify the compliance of the transaction department’s derivative transactions with the applicable procedure on a monthly basis, analyze the transaction cycles, and prepare audit reports; if any severe violation is identified,the supervisors and independent directors shall be informed in writing.If the Company already has the Audit Committee in place, the notification to supervisors shall apply to the Audit Committee. III. Internal auditors shall file with the Securities and Futures Institute the Audit Report and inspection status throughout the internal audit year before the end of February of the following year and file with the Securities and Futures Institute corrections of abnormalities no later than the end of May of the following year. IV through V are omitted (not revised)
Article 12	Information Disclosure Procedure I. Items Subject to Announcement/Filing and Announcement/Filing	Information Disclosure Procedure I. Items Subject to Announcement/Filing and Announcement/Filing	The revisions are made in accordan

Item	Amended Provision	Current Provision	Reason of Amendm ent
	Criteria (I) through (V) are omitted (not revised) (VI) Transactions of assets other than those mentioned above or disposition of creditor’s rights by financial institutions, or investments in Mainland China, with a trading value reaching 20% of the Company’s paid-in capital size or NTD 300 million and above. This, however, does not apply to the following circumstances: 1. Trading of domestic government bondsor foreign government bonds with a credit rating not below the sovereignty rating of our government`。` 2. Trading of bonds with buy-back or sell-back conditions, subscription or buy- back of money market funds issued by a domestic securities investment trust business. (VII) The above-mentioned trading value shall be calculated as follows and “within a year” as stated is based on the actual date of occurrence of the current transaction, retroactively by one year. It is allowed not to include those already announced as required. 1. Value of each transaction.	Criteria (I) through (V) are omitted (not revised) (VI) Transactions of assets other than those mentioned above or disposition of creditor’s rights by financial institutions, or investments in Mainland China, with a trading value reaching 20% of the Company’s paid-in capital size or NTD 300 million and above. This, however, does not apply to the following circumstances: 1. Trading of domestic government bonds. 2. Trading of bonds with buy-back or sell-back conditions, subscription or buy- back of money market funds issued by a domestic securities investment trust business. (VII) The above-mentioned trading value shall be calculated as follows and “within a year” as stated is based on the actual date of occurrence of the current transaction, retroactively by one year. It is allowed not to include those already announced as required. 1. Value of each transaction. 2. The accumulated value of transactions involving the acquisition or disposal of objects of	ce with the FSC Issuance No. 11103804 65 letter.

Item	Amended Provision	Current Provision	Reason of Amendm ent
	2. The accumulated value of transactions involving the acquisition or disposal of objects of the same nature with the same counterpart within a year. 3. The accumulated value from the acquisition or disposal (to be accumulated separately) of real estate properties or their right-of-use assets under the same development project within a year. 4. The accumulated value from the acquisition or disposal (to be accumulated separately) of the same security within a year. II through III are omitted (not revisions)	the same nature with the same counterpart within a year. 3. The accumulated value from the acquisition or disposal (to be accumulated separately) of real estate properties or their right-of-use assets under the same development project within a year. 4. The accumulated value from the acquisition or disposal (to be accumulated separately) of the same security within a year. II through III are omitted (not revisions)
Article 13	For the subsidiaries of the Company, the following requirements shall be followed: I. Subsidiaries shall also establish the Procedure for the Acquisition or Disposal of Assets in compliance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies. Once it is approved by the Subsidiary’s Board of Directors, it is brought forth in the subsidiary’s shareholders’ meeting’ meeting; the same applies upon revision. II. When acquiringor disposing	For the subsidiaries of the Company, the following requirements shall be followed: I. Subsidiaries shall also establish the Procedure for the Acquisition or Disposal of Assets in compliance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies. Once it is approved by the Subsidiary’s Board of Directors, it is brought forth in the subsidiary’s shareholders’ meeting’ meeting; the same applies upon revision. II. When acquiringor disposing	The revisions are made to go with the setup of the Audit Committe e

Item	Amended Provision	Current Provision	Reason of Amendm ent
	of assets, the subsidiary shall also follow the Company’s requirements. II. When the subsidiary is not a public offering company and the acquisition or disposal of assets reaches the criteria for announcement/filing defined in the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, the parent company shall also complete the announcement/filing process on behalf of the subsidiary. The Audit Unit of the Company shall include the procedure to acquire or dispose of assets of each subsidiary as part of the monthly audit and the status of the audit shall be included as a required item of the audit operation to be reported to the Board of Directors and the Audit Committee. (IV) Among the announcement and filing criteria to be followed by subsidiaries, the so-called “reaching 20% of the Company’s paid-in capital size or 10% of total assets” is based on the paid-in capital size or total assets of the parent company (the Company).	of assets, the subsidiary shall also follow the Company’s requirements. II. When the subsidiary is not a public offering company and the acquisition or disposal of assets reaches the criteria for announcement/filing defined in the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, the parent company shall also complete the announcement/filing process on behalf of the subsidiary. The Audit Unit of the Company shall include the procedure to acquire or dispose of assets of each subsidiary as part of the monthly audit and the status of the audit shall be included as a required item of the audit operation to be reported to the Board of Directors and the supervisor. (IV) Among the announcement and filing criteria to be followed by subsidiaries, the so-called “reaching 20% of the Company’s paid-in capital size or 10% of total assets” is based on the paid-in capital size or total assets of the parent company (the Company).
Article 14	Implementation and Revision I. The “Procedure for the Acquisition or Disposal of Assets” of the Company shall,after it has been approved by the Audit Committee and the Board of Directors as required,be brought forth in and approved through the	Implementation and Revision I. The “Procedure for the Acquisition or Disposal of Assets” of the Company shall, after it has been approved by the Board of Directors, be submitted to respective supervisors and brought forth during the shareholders’ meetingfor	The revisions are made to go with the setup of the Audit Committe e

Item		Amended Provision		Current Provision	Reason of Amendm ent
	shareholders’ meeting before it is enforced.The same shall apply upon revision. In case of any disagreement expressed by directors with recorded or written statements, the Company shall submit such materials to the Audit Committee. II. Whenthis Procedure is brought forth to the Board of Directors for discussion, opinions from respective independent directors shall be sufficiently considered. In case of any disagreement or qualified opinion from independent directors, it shall be stated so in the Board of Directors meeting minutes. III, When approval by the Board of Directors shall be obtained according to this Procedure or other legal requirements, in case of any disagreement expressed by directors with recorded or written statements, the Company shall submit such materials to the Audit Committee. IV. When the acquisition or disposal of assets is brought forth to the Board of Directors for discussion as required by the preceding paragraph, the Company shall sufficiently take into consideration opinions of each independent director and include his/her supportive or opposing opinions and the rationale in the meeting minutes. V. To engage in trading of important assets or		approval. The same shall apply upon revision. In case of any disagreement expressed by directors with records or written statements, the Company shall also submit such materials to each supervisor. II.When independent directors are already available in the Company, when the “Procedure for the Acquisition or Disposal of Assets” is brought forth to the Board of Directors for discussion, opinions from respectively independent directors shall be fully taken into consideration. Objections or qualified opinions of the independent directors, if any, shall be specified in the Board of Directors meeting minutes. III. If the Company has already set up the Audit Committee, the preparation of or amendment to the Procedure for the Acquisition or Disposal of Assets shall be approved by at least one half of all members of the Audit Committee and by the Board of Directors. IV. Where approval by more than one-half of all audit committee members is not attained for the preceding paragraph, it may be substituted by approval by more than two-thirds of all directors, and the resolution reached by the Audit Committee shall be specified in the Board of Directors meeting minutes. V. AuditCommitteemembers

Item		Amended Provision	Current Provision	Reason of Amendm ent
	derivatives, the Company shall obtain approval by at least one half of all members of the Audit Committee and by the Board of Directors. VI. Where approval by more than one-half of all audit committee members is not attained for the preceding paragraph, it may be substituted by approval by more than two-thirds of all directors, and the resolution reached by the Audit Committee shall be specified in the Board of Directors meeting minutes. Vll. Audit Committee members indicated in Paragraph 3 and all directors indicated in the preceding paragraph refer to those actually in service.		indicated in Paragraph 3 and all directors indicated in the preceding paragraph refer to those actually in service.
Article 15	Supplementary Provisions I. For matters not covered herein, the requirements of related laws and regulations shall be followed. II. This Procedure was revised on June 9,2022.		Supplementary Provisions I. For matters not covered herein, the requirements of related laws and regulations shall be followed. II. This Procedure was revised on June 14, 2019.	The date of revision is updated

Appendix 8

Mirle Automation Corporation

Comparison Table of Revisions Made to the Operating Procedure for Lendin to Others g

Item	Amended Provision	Current Provision	Explanation of the amendments
Article 5	Lending of Funds (I) Procedure 1. For lending of funds or short-term financing, once reviewed by the responsible department of the Company, it is submitted to the Chairman for approval and brought forth to the Board of Directors for a final decision and then processed accordingly. 2. In order to sufficiently take into consideration opinions from each independent director, any opposing opinion or qualified opinion from each independent director shall be specified in the Board of Directors meeting minutes. 3. The lending of funds between the Company and its subsidiaries is subject to a final decision made by the Board of Directors and the Chairman may be authorized to release the funds at different time points at the limit determined by the Board of Directors within a period of one year to the same counterpart , or utilize the limit cyclically. 4. The so-called certain limit of funds in thepreceding	Lending of Funds (I) Procedure 1. For lending of funds or short-term financing, once reviewed by the responsible department of the Company, it is submitted to the Chairman for approval and brought forth to the Board of Directors for a final decision and then processed accordingly. 2. In order to sufficiently take into consideration opinions from each independent director, any opposing opinion or qualified opinion from each independent director shall be specified in the Board of Directors meeting minutes. 3. The lending of funds between the Company and its subsidiaries is subject to a final decision made by the Board of Directors and the Chairman may be authorized to release the funds at different time points at the limit determined by the Board of Directors within a period of one year to the same counterpart , or utilize the limit cyclically. 4. The so-called certain limit of funds in thepreceding	The revisions are made to go with the setup of the Audit Committee

Item		Amended Provision	Current Provision	Explanation of the amendments
	5. 6. 7.	paragraph, besides meeting the requirements in Article 2 Paragraph 4, may not exceed 10% of the net worth of the Company or the subsidiary as said in the most recent financial statement. The Finance Department shall keep records of funds lent for reference. Once lending of funds is finalized by the Board of Directors, the borrower and the value of the funds lent, date approved by the Board of Directors, date when the funds are released, and matters that shall be carefully evaluated according to the review procedure shall be carefully documented for future reference. Internal auditors shall audit the Operating Procedure for Lending to Others and the implementation status on a quarterly basis and prepare written records. In cases of major violations discovered, a written report shall be prepared immediately and the Audit Committeeshall be notified. The Finance Department shall prepare a statement of funds lent or written off each month to facilitate control and tracking and organize the announcement and filing and shall evaluate and set aside adequate allowance	paragraph, besides meeting the requirements in Article 2 Paragraph 4, may not exceed 10% of the net worth of the Company or the subsidiary as said in the most recent financial statement. 5. The Finance Department shall keep records of funds lent for reference. Once lending of funds is finalized by the Board of Directors, the borrower and the value of the funds lent, date approved by the Board of Directors, date when the funds are released, and matters that shall be carefully evaluated according to the review procedure shall be carefully documented for future reference. 6. Internal auditors shall audit the Operating Procedure for Lending to Others and its implementation status on a quarterly basis and prepare written records. In cases of major violations discovered, a written report shall be prepared immediately andeach supervisor shall be notified. 7. The Finance Department shall prepare a statement of funds lent or written off each month to facilitate control and tracking and organize the announcement and filing and shall evaluate and set

Item	Amended Provision	Current Provision	Explanation of the amendments
	for bad debts on a quarterly basis and disclose the funds lending information and provide related information of CPAs in the financial statements. 8. Should a borrower no longer fulfill the requirements herein or there be any excess over the lending limit due to unexpected changes of the situation, the Finance Department shall prepare a corrective plan and submit it tothe Audit Committeeand correction shall be completed as required by the plan.	aside adequate allowance for bad debts on a quarterly basis and disclose the funds lending information and provide related information of CPAs in the financial statements. 8. Should a borrower no longer fulfill the requirements herein or there be any excess over the lending limit due to unexpected changes of the situation, the Finance Department shall prepare a corrective plan and submit it toeach supervisor and correction shall be completed as required by theplan.
Article 9	Penalty In the event that people involved in the processing of funds lent violate the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies promulgated by the Financial Supervisory Commission or this Procedure, depending on the circumstances and the losses borne by the Company, such violations will be referred to during the annual personal performance evaluation. ~~In the event that the Board of~~ ~~Directors or any director violates~~ ~~applicable requirements and the~~ ~~decision made through the~~ ~~shareholders~~’~~meeting while~~ ~~fulfillin duties the suervisor shall~~	Penalty In the event that people involved in the processing of funds lent violate the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies promulgated by the Financial Supervisory Commission or this Procedure, depending on the circumstances and the losses borne by the Company, such violations will be referred to during the annual personal performance evaluation. In the event that the Board of Directors or any director violates applicable requirements and the decision made through the shareholders’ meeting while fulfilling duties, the supervisor shall notify the Board of Directors or the director to stop such	The revisions are made to go with the setup of the Audit Committee
	~~g , p~~ ~~notif the Board of Directors or the~~
	~~y~~ ~~director to stop such behavior as~~ ~~required by Article 218 of the~~

Item	Amended Provision	Amended Provision	Current Provision	Current Provision	Explanation of the amendments
	~~Company Act.~~		behavior as required by Article 218 of the CompanyAct.
Article 10	(I) Subsidiary or parent company referred to herein shall be defined in accordance with the Regulations Governing Securities Issuers’ Financial Statements. When the Company’s financial statements are prepared according to the International Financial Reporting Standards, the net worth referred to herein is the equity that belongs to the owner of the parent company on the Balance Sheet as required by the Regulations Governing Securities Issuers’ Financial Statements. (II) The Operating Procedure for Lending to Others of the Company’s subsidiary, besides referring to that of the Company, shall be subject to prior approval by the Company before it may be enforced. (III) Preparation of this Operating Procedure is subjectto approval by at least one-half of all members of the Audit Committee as required and is brought forth tothe Board of Director for a final decision before it is submitted to the Audit Committee and brought forth during the shareholders’ meeting for approval and enforced. The same applies upon revision.In case of any disagreement expressed by directors with records or written statements,the		(I) Subsidiary or parent company referred to herein shall be defined in accordance with the Regulations Governing Securities Issuers’ Financial Statements. When the Company’s financial statements are prepared according to the International Financial Reporting Standards, the net worth referred to herein is the equity that belongs to the owner of the parent company on the Balance Sheet as required by the Regulations Governing Securities Issuers’ Financial Statements. (II) The Operating Procedure for Lending to Others of the Company’s subsidiary, besides referring to that of the Company, shall be subject to prior approval by the Company before it may be enforced. (III) Preparation of this Operating Procedure is subjectto a final decision made by the Board of Director before it is submitted to each supervisor andbrought forth during the shareholders’ meeting for approval and enforced. In case of any disagreement expressed by directors with records or written statements, the Company shall also submit such materials to each supervisor and bring them forth during		The revisions are made to go with the setup of the Audit Committee
		all members of the Audit Committee as required and is brought forth tothe Board of Director for a final decision before it is submitted to the Audit Committee and brought forth during the shareholders’ meeting for approval and enforced. The same applies upon revision.In case of any disagreement expressed by directors with records or written statements,the
				andbrought forth during the shareholders’ meeting for approval and enforced. In case of any disagreement expressed by directors with records or written statements, the Company shall also submit such materials to each supervisor and bring them forth during

		Current Provision
(IV)	(IV)	the shareholders’meeting to
		be discussed. The same applies upon revision. When this Procedure is brought forth to the Board of Directors for discussion, opinions from respective independent directors shall be sufficiently considered. In case of any disagreement or qualified opinion from independent directors, it shall be stated so in the Board of Directors meeting minutes. If the Company has already set up the Audit Committee, the preparation of or amendment to the Procedure shall be subject to approval by at least one- half of all members of the Audit Committee and a final decision made by the Board of Directors; the requirement in the preceding paragraph does not apply. Without the approval by at least one half of all members of the Audit Committee, it may be supported by at least two- thirds of all directors and the decision of the Audit Committee shall be specified in the meeting minutes of the Board of Directors. “All members of the Audit Committee” and “all directors” indicated herein refer to those actually in service. This Procedure was revised on June 14, 2019.

Appendix 9

Mirle Automation Corporation

Comparison Table of Revisions Made to the Operating Procedure for Endorsement and Guarantee

Item	Amended Provision	Current Provision	Explanation of the amendments
Four. Limit of Endorse ment and Guarant ee	I through IV are omitted (not revised) V. If the counterpart of the endorsement/guarantee is a subsidiary with a net worth less than one-half of the paid-in capital size, the value of the guarantee may not exceed 50% of the subsidiary’s net worth. Should the counterpart of endorsement no longer fulfill the requirements herein or there be any excess over the value due to unexpected changes of the situation, a corrective plan shall be prepared and submitted to the Audit Committeein order to reinforce internal control of the Company. When the subsidiary’s shares do not have a denominated value or the denominated value is not NTD 10 per share, the paid-in capital size calculated as required shall be the sum of the share capital plus capital reserve-issuance premium.	I through IV are omitted (not revised) V. If the counterpart of the endorsement/guarantee is a subsidiary with a net worth less than one-half of the paid-in capital size, the value of the guarantee may not exceed 50% of the subsidiary’s net worth. Should the counterpart of endorsement no longer fulfill the requirements herein or there be any excess over the value due to unexpected changes of the situation, a corrective plan shall be prepared and submitted to each supervisor in order to reinforce internal control of the Company. When the subsidiary’s shares do not have a denominated value or the denominated value is not NTD 10 per share, the paid- in capital size calculated as required shall be the sum of the share capital plus capital reserve-issuancepremium.	The revisions are made to go with the setup of the Audit Committee
Five. Endorse ment/Gu arantee Handling Procedur e	I through II are omitted (not revised) III. Internal auditors shall audit the Operating Procedure for Endorsement and Guarantee and its implementation status on a quarterly basis and prepare written records. In cases of	I through II are omitted (not revised) III. Internal auditors shall audit the Operating Procedure for Endorsement and Guarantee and its implementation status on a quarterly basis and prepare	The revisions are made to go with the setup of the Audit Committee

Item		Amended Provision			Current Provision	Explanation of the amendments
	major violations discovered,the Audit Committeeshall be notified immediately in writing. IV. The Finance Department shall prepare a statement of guarantees made or written off each month to facilitate control and tracking and organize the announcement and filing and shall evaluate and recognize losses associated with endorsement/guarantee, if any, on a quarterly basis and disclose endorsement and guarantee information and provide related information of CPAs in financial statements. V. If the counterpart of endorsement and guarantee that originally met the requirements herein was found later to be non- compliant or the value of endorsement/guarantee exceeds the defined limit due to the change in the basis for calculating the limit, the Finance Department shall prepare a corrective plan for the value of endorsement/guarantee or the excess to the counterpart and it shall be completely resolved within a given period once the plan is approved by the Chairman. Related corrective plans shall also be submitted to the Audit Committee. VI. Before the		the	written records. In cases of major violations discovered,each supervisor shall be notified immediately in writing. IV. The Finance Department shall prepare a statement of guarantees made or written off each month to facilitate control and tracking and organize the announcement and filing and shall evaluate and recognize losses associated with endorsement/guarantee, if any, on a quarterly basis and disclose endorsement and guarantee information and provide related information of CPAs in financial statements. V. If the counterpart of endorsement and guarantee that originally met the requirements herein was found later to be non- compliant or the value of endorsement/guarantee exceeds the defined limit due to the change in the basis for calculating the limit, the Finance Department shall prepare a corrective plan for the value of endorsement/guarantee or the excess to the counterpart and it shall be completely resolved within a given period once the plan is approved by the Chairman. Related corrective plans shall also be submitted to each supervisor. VI. Before the

Item	Amended Provision	Current Provision	Explanation of the amendments
	endorsement/guarantee expires, the Finance Department shall spontaneously notify the guaranteed enterprise to recall the notes kept at the bank or the creditor institution and write off deeds related to the endorsement/guarantee. VII. Evaluate or recognize losses associated with the endorsement/guarantee, if any, and adequately disclose endorsement and guarantee information in the financial statement as well as provide the CPA with related materials for the latter to perform necessary audit procedures.	endorsement/guarantee expires, the Finance Department shall spontaneously notify the guaranteed enterprise to recall the notes kept at the bank or the creditor institution and write off deeds related to the endorsement/guarantee. VII. Evaluate or recognize losses associated with the endorsement/guarantee, if any, and adequately disclose endorsement and guarantee information in the financial statement as well as provide the CPA with related materials for the latter to perform necessary audit procedures.
Ten. Penalty	In the event that people involved in the processing of endorsements/guarantees violate the Regulations Governing Loaning Endorsement and guarantee Making of Endorsements/Guarantees by Public Companies promulgated by the Financial Supervisory Commission or this Procedure, depending on the circumstances and the losses borne by the Company, such violations will be referred to during the annual personal performance evaluation. ~~In the event that the Board of~~ ~~Directors or any director violates~~ ~~applicable requirements and the~~ ~~decision made through the~~ ~~shareholders~~’~~meeting while~~ ~~fulfillin duties the suervisor shall~~	In the event that people involved in the processing of endorsements/guarantees violate the Regulations Governing Loaning Endorsement and guarantee Making of Endorsements/Guarantees by Public Companies promulgated by the Financial Supervisory Commission or this Procedure, depending on the circumstances and the losses borne by the Company, such violations will be referred to during the annual personal performance evaluation. In the event that the Board of Directors or any director violates applicable requirements and the decision made through the shareholders’ meeting while fulfilling duties, the supervisor shall notifytheBoard of	The revisions are made to go with the setup of the Audit Committee
	~~g , p~~ ~~notify the Board of Directors or the~~ ~~director to stop such behavior as~~ ~~required by Article 218 of the~~ ~~Company Act.~~

Item	Amended Provision	Current Provision	Explanation of the amendments
		Directors or the director to stop such behavior as required by Article 218 of the Company Act.
Eleven. Miscella neous	I through II are omitted (not revised) III. Preparation of this Operating Procedure is subject to a final decision made by the Board of Director before it is submitted to the Audit Committeeand brought forth during the shareholders’ meeting for approval and enforced. In case of any disagreement expressed by directors with records or written statements, the Company shall also submit such materials to the Audit Committeeand bring them forth during the shareholders’ meeting to be discussed. The same applies upon revision. When this Procedure is brought forth to the Board of Directors for discussion, opinions from respective independent directors shall be sufficiently considered. In case of any disagreement or qualified opinion from independent directors, it shall be stated so in the Board of Directors meeting minutes. If the Company has already set up the Audit Committee, the preparation of or amendment to the Procedure shall be subject to approval by at least one-half of all members of the Audit Committee and a final decision made by the Board of Directors; the requirement in thepreceding paragraph does	I through II are omitted (not revised) III. Preparation of this Operating Procedure is subject to a final decision made by the Board of Director before it is submitted to each supervisor and brought forth during the shareholders’ meeting for approval and enforced. In case of any disagreement expressed by directors with records or written statements, the Company shall also submit such materials to each supervisor and bring them forth during the shareholders’ meeting to be discussed. The same applies upon revision. When this Procedure is brought forth to the Board of Directors for discussion, opinions from respective independent directors shall be sufficiently considered. In case of any disagreement or qualified opinion from independent directors, it shall be stated so in the Board of Directors meeting minutes. If the Company has already set up the Audit Committee, the preparation of or amendment to the	The revisions are made to go with the setup of the Audit Committee

Item	Amended Provision	Current Provision	Explanation of the amendments
	not apply. Without the approval by at least one half of all members of the Audit Committee, it may be supported by at least two-thirds of all directors and the decision of the Audit Committee shall be specified in the meeting minutes of the Board of Directors. “All members of the Audit Committee” and “all directors” indicated herein refer to those actually in service. IV. This Procedure was revised on June 9,2022.	Procedure shall be subject to approval by at least one-half of all members of the Audit Committee and a final decision made by the Board of Directors; the requirement in the preceding paragraph does not apply. Without the approval by at least one half of all members of the Audit Committee, it may be supported by at least two-thirds of all directors and the decision of the Audit Committee shall be specified in the meeting minutes of the Board of Directors. “All members of the Audit Committee” and “all directors” indicated herein refer to those actually in service. IV. This Procedure was revised on June 14, 2019.

Appendix 10

Mirle Automation Corporation

Comparison Table of Revisions Made to the Board Directors and Supervisors Election Regulations

Item	Amended Provision	Current Provision		Explanation of the amendments
Title of Regulations	Directors Election Regulations	Board Directorsand SupervisorsElection Regulations		The revisions are made to go with the setup of the Audit Committee
I.	The Company’s directors, independent directorsare elected according to these Regulations.	The Company’s directors supervisors are elected according to these Regulations.	and	The revisions are made to go with the setup of the Audit Committee

II	Voting by open ballot is adopted for the election of the Company’s directors, independent directors. It is allowed to use the attendance card number printed on the ballot instead of the voter’s name. In the election of the directors, independent directors of the Company, each share shall be entitled to the number of votes equal to the expected number of elects and all the votes may be casted on one person or be distributed among several people.	Voting by open ballot is adopted for the election of the Company’s directorsand supervisors.It is allowed to use the attendance card number printed on the ballot instead of the voter’s name. In the election of directors and supervisors of the Company, each share shall be entitled to the number of votes equal to the expected number of elects and all the votes may be casted on one person or be distributed among several people.		The revisions are made to go with the setup of the Audit Committee
III	Voting takes place separately for the elections of the Company’s directors, independent directors. According to the number of openings specified in the Articles of Incorporation, the candidate having won the most votes is elected. Shareholders who are elected as directors, independent directorsat the same time shall decide on their own whether to serve as director or independent directorand the	Voting takes place separately for the elections of the Company’s directorsand supervisors.According to the number of openings specified in the Articles of Incorporation, the candidate having won the most votes is elected. Shareholders who are elected as directorsand supervisors at the same time shall decide on their own whether to serve as director		The revisions are made to go with the setup of the Audit Committee

	opening that becomes available as such is to be filled by the next person with the most votes. If two or more people have the same votes and the remaining openings are insufficient, they may draw lots to decide who will fill the openings. Those who are not present will have lots drawn by the chair instead.	or supervisor and the opening that becomes available as such is to be filled by the next person with the most votes. If two or more people have the same votes and the remaining openings are insufficient, they may draw lots to decide who will fill the openings. Those who are not present will have lots drawn bythe chair instead.

Appendix 11

Mirle Automation Corporation

List of Director (Independent Director) Candidates

Serial number	Title	Name	Number of shares held	Main Education (Experience)	Primary Current Position
1	Director	Houng Sun	3,823,059	Ph.D. in Mechanical Engineering, University of Wisconsin ITRI Mechanical and Mechatronics Systems Lab – DeputyHead	Mirle Automation Corporation – President, Mirle Automation (Shanghai) Co., Ltd. – Chairman, Mirle Automation (KunShan) Co., Ltd. – Chairman, Main Drive Corporation – Chairman
2	Director	Lien Sheng Investment Co., Ltd. Representative: Wei- Chen Lee	8,895,541	Department of Accounting, Hsingwu University Fu Sheng Industrial Co., Ltd. – Manager of Chairman’s Office	Lien Sheng Investment Co., Ltd. – Director
3	Director	I-MEI Foods Co., Ltd.	11,496,066	Not applicable	Mirle Automation Corporation – Director
4	Director	Chih-Ming Kao	1,337,983	Mechanical Division, Department of Agricultural Engineering, National Taiwan University I-MEI Foods Co., Ltd. – President	I-MEI Foods Co., Ltd. – General Manager TaiwanNews – Publisher Openfind Information Technology, Inc. – Chairman I-Me-I Information Technology Co., Ltd. – Chairman I-Me-I Information Technology Co., Ltd. – CEO Digital Taiwan Roundtable–Chairman
5	Director	Chun-Te Chang	500,000	Master of Accounting, Soochow University Ministry of Finance Audit Team – Auditor	UHY L&C Company – Partner CPA Chunghwa Telecom Foundation – Supervisor Shang-En Info Co., Ltd. – Supervisor Up Young Cornerstone Corp. – Independent Director

Mirle Automation Corporation List of Director (Independent Director) Candidates

Serial number	Title	Name	Number of shares held	Main Education (Experience)	Primary Current Position
6	Director	Chang Hsu	0	Ph.D. in Industrial Engineering, Purdue University Industrial Technology Research Institute – Quality Management Representative Asia Pacific Metrology Programme (APMP) – Executive Committee Member	Industrial Technology Research Institute Center for Measurement Standards - Consultant Chinese Metrology Society - Standing Director FocaTech Systems Co., Ltd. - Independent Director
7	Independent Director	Chia- Ming Hsu	63,803	Chartered Engineer/Ph.D. in Engineering, Technische Universität Berlin School of Mechanical Engineering Department of Mechanical Engineering Feng Chia University – Professor/Head of Department/President Chief of Preparatory Division, National Space Program Office, Executive Yuan ITRI Mechanical and Mechatronics Systems Lab – Head Norm Pacific Automation Corp. – Chairman Chienkuo TechnologyUniversity– President	Mirle Automation Corporation – Independent Director

8	Independent Director	Paul Hsu	0	Ph.D. in Mechanical Engineering, University of Wisconsin National Chiao Tung University – Professor/College of Electrical Engineering – Vice Dean Chinese Automatic Control Society – Chairman	Navigate Fulllife Center of Viatech Foundation – CEO
9	Independent Director	Hung- Wen Huang	0	Bachelor of Accounting, Soochow University Deloitte Taiwan – Partner CPA Deloitte Taiwan – Partner CPA/ Chief in Northern Taiwan	Sunplus Innovation Technology Inc. – Director

Rationale for continuing to nominate Mr. Chia-Ming Hsu, who has served as the Company’s Independent Director for three consecutive terms:

Mr. Chia-Ming Hsu has served as the Company’s independent director for more than three terms. In light of the professionalism and expertise that he has in automation technologies and their application in the industry and the future operational strategies and developments of the Company, while serving as independent director, he will be able to make the best of what he is good at and supervise the Board of Directors and provide professional opinions and to also keep his independence and righteous judgment. This is why Mr. Chia-Ming Hsu continues to be nominated as an independent director candidate.

Appendix 12

Lifting of Business Strife Limitation Clause

Name	Business strife limitation item proposed to be lifted
Houng Sun	Mirle Automation Technology (Shanghai) Co., Ltd. – Director
	Mirle Automation (KunShan) Co., Ltd. – Director
	Main Drive Corporation - Director

Attachment 1

Mirle Automation Corporation

		Mirle Automation Corporation	Mirle Automation Corporation	Mirle Automation Corporation	Mirle Automation Corporation	Mirle Automation Corporation	Mirle Automation Corporation	Mirle Automation Corporation
		Shareholdings of all Directors and Supervisors Base date: April							11,2022
Title	Name	Elected Date	Shareholding when Elected			Current Shareholding			Remark
			Type	No. of shares	Ratio to current issued shares	Type	No. of shares	Ratio to current issued shares
Chairman	Houng 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 ShengInvestment Co., Ltd	2019.06.14	Common stock	8,895,541	4.55%	Common stock	8,895,541	4.55%
Director	Representative of I-MEI Foods Co., Ltd.	2019.06.14	Common stock	11,496,066	5.88%	Common stock	11,496,066	5.88%
Independen t Director	Ching-Yi Wang	2019.06.14	Common stock	0	0.00%	Common stock	0	0.00%
Independen t 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	500,000	0.26%
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%

==> picture [738 x 37] intentionally omitted <==

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

Common
Total 26,431,452 26,116,452
stock
----- End of picture text -----

Total shares issued as of June 14, 2019: 195,531,226 shares Total shares issued as of April 11, 2022: 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 11, 2022, 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 11, 2022, the number of shares held is 1,837,983.

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

Attachment 2

Mirle Automation Corporation

Rules of Procedure for Shareholder 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 call the meeting to order 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: If the representative attending the meeting on behalf of a shareholder is a corporation, the said corporation may only have one person to attend 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 allclear 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 under the Ministry of Finance.
Article 15: These Rules shall be subject to approval through the shareholders’ meeting; the same applies upon revision.

Mirle Automation Corporation Attachment 3 Directors and Supervisors Election Regulations

(Before)

I. The election of directors and supervisors of the Company shall be in accordance with the Regulations.
II. The election of directors and supervisors of the company adopts the open ballot method. Meanwhile, each share has the same voting rights as the number of people to be elected.
III. The election of directors and supervisors of the company shall be conducted by separate voting. According to the quota stipulated in the company's Articles of Association, the person with the most votes rights shall be elected. The shareholders who are elected as directors and supervisors at the same time shall decide on their own to serve as directors or supervisors. If there are two or more directors who have the same votes and the quota exceeds the specified quota, the vacancies will be decided by drawing lots by those who have the same votes. If are not present, the chairperson will draw lots on their behalf.
IV. When the election begins, the chairman (current chairman) shall designate several scrutineers, and tellers to perform various related duties.
V. Election ballots are issued by the board of directors and should be numbered according to the attendance certificate number and filled with its weight.
VI. The voter must fill in the candidate’s name in the “elected person” column of the ballot paper and may add the shareholder account number; however, when the government or legal person shareholder is the candidate, the electoral column of the ballot paper should be filled with the government or the legal person and may also fill in the name of the government or the legal person and the name of its representative.

VII. Ballots with one of the following conditions are invalid:

The ballots which are not in accordance with the Regulations.
Those who voted with blank ballots.
Those whose handwriting is illegible or alterations are not stamped with the seal of the voter.
The name of the candidate filled in does not match the registry of shareholders.
Two or more candidates are listed on the same ballot paper.

In addition to filling in the name of the candidate and the account number of the shareholder, other words are included.
The name of the candidate filled in is the same as the other shareholders, but the shareholder account number is not filled in for identification.
The number of candidates filled in exceeds the quota.
VIII. After the voting is over, the votes will be counted on the spot and the results of the voting will be announced by the chairman on the spot.
IX. Matters not stipulated in the Regulations shall be dealt with in accordance with the provisions of the Company Act and the relevant laws and regulations.
X. The Regulations shall be implemented after being approved by the shareholders' meeting and the same shall apply to amendments.

Attachment 4

Mirle Automation Corporation Directors Election Regulations

(After)

I. The election of directors and independent directors of the Company shall be in accordance with the Regulations.
II. The election of directors and independent directors of the company adopts the open ballot method. Meanwhile, each share has the same voting rights as the number of people to be elected.
III. The election of directors and independent directors of the company shall be conducted by separate voting. According to the quota stipulated in the company's Articles of Association, the person with the most votes rights shall be elected. The shareholders who are elected as directors and independent directors at the same time shall decide on their own to serve as directors or independent directors. If there are two or more directors who have the same votes and the quota exceeds the specified quota, the vacancies will be decided by drawing lots by those who have the same votes. If are not present, the chairperson will draw lots on their behalf.
IV. When the election begins, the chairman (current chairman) shall designate several scrutineers, and tellers to perform various related duties.
V. Election ballots are issued by the board of directors and should be numbered according to the attendance certificate number and filled with its weight.
VI. The voter must fill in the candidate’s name in the “elected person” column of the ballot paper and may add the shareholder account number; however, when the government or legal person shareholder is the candidate, the electoral column of the ballot paper should be filled with the government or the legal person and may also fill in the name of the government or the legal person and the name of its representative.

VII. Ballots with one of the following conditions are invalid:

The ballots which are not in accordance with the Regulations.
Those who voted with blank ballots.
Those whose handwriting is illegible or alterations are not stamped with the

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seal of the voter.

The name of the candidate filled in does not match the registry of shareholders.
Two or more candidates are listed on the same ballot paper.
In addition to filling in the name of the candidate and the account number of the shareholder, other words are included.
The name of the candidate filled in is the same as the other shareholders, but the shareholder account number is not filled in for identification.
The number of candidates filled in exceeds the quota.
VIII. After the voting is over, the votes will be counted on the spot and the results of the voting will be announced by the chairman on the spot.
IX. Matters not stipulated in the Regulations shall be dealt with in accordance with the provisions of the Company Act and the relevant laws and regulations.
X. The Regulations shall be implemented after being approved by the shareholders' meeting and the same shall apply to amendments.

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Attachment 5

Mirle Automation Corporation Articles of Incorporation (Before)

Chapter 1 General Provisions

Article 1: The Company is incorporated in accordance with the Company Act of the Republic of China under the name of 盟立自動化股份有限公司 (English: 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 Broad of Director and the competent authority, establish branches at home and abroad.
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 Instruments 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 Equipment 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.

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  - (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 wastewater 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)
Article 5-1: 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 NTD25 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.
Article 7-1: 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.
Article 7-2: 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

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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 a 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.

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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 Broad 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 Broad of Directors if there are any significant matters or resolutions adopted by the Broad 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 Broad 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

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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 five to nine seats for directors in the Broad of Directors, who shall be persons of legal competence elected in the shareholders’ meeting for a term of three years and may be re-elected 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 23-1: As is required by the Securities and Exchange Act, among the directors of the Company mentioned above, two to four shall be appointed as independent directors. 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 of business plans.
III. Review and approval of the establishment and revocation of branches.

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IV. Review and approval of important contracts.
V. Preparation and discussion of the Company’s capital increase, issuance of new shares or merger with other companies.
VI. Review and approval of real estate properties transactions and material capital expenditure.
VII. Review and approval of budgets and final accounting.
VIII. Proposal to shareholders’ meetings for distribution of earnings or covering losses.
IX. Approval of endorsement, acceptance, guarantee and commitment in the name of the Company.
X. Approval of the Company’s application with 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 of and amendment to contracts for technical cooperation.
XII. Review and approval of re-investment in related businesses.
XIII. Review and approval of the appointment/discharge of and remuneration to 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 broad 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 shall meet at least once every quarter.
Article 27: Except for the first board meeting of each newly elected Board of Directors which 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

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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 represent 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.
Article 29-1: 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 three seats for supervisors, who shall be
persons of legal competence elected in the shareholders’ meeting for a term of three years and may be re-elected 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.
I. 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

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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. 2021 Business Report
II. Financial Statements
III. Proposal for distribution of surplus earnings or covering losses
Article 42: After having been audited by the supervisor(s), 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 the remuneration to employees of no less than 1% and that to directors and supervisors of no more than 2%. Where the Company has any cumulative loss, the profit shall be reserved to offset the loss first. 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 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 than 40% of the total dividends paid in the current year; the board of

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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.

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 herein shall be handled in accordance with the Company Act and other relevant laws and regulations.
Article 46: These Articles of Incorporation were prepared 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.

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XXV. The 25th amendment was made on June 14, 2018. XXVI. The 26th amendment was made on July 29, 2021.

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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Attachment 6

Mirle Automation Corporation Procedure for the Acquisition or Disposal of Assets (Before)

Article 1: This Procedure is prepared according to applicable requirements in Article 361 of the Securities and Exchange Act and the Regulations Governing the Acquisition and Disposal of Assets by Public Companies.

Article 2: The scope of “assets” referred to herein

I. Securities: Including investments in shares, government bonds, corporate bonds, bank debentures, securities symbolic of funds, depository receipts, subscription (sale) warrant, beneficiary securities, and asset-based securities, etc.
II. Real estate properties (including land, premises and buildings, investment-oriented real estate properties and construction inventory) and equipment.
III. Membership cards.
IV. Intangible assets: Patent rights, copyrights, trademark rights, franchise, among other intangible assets.
V. Right-of-use assets.
VI. Financial institution’s creditor’s right (including accounts receivable, negotiations discount and loans, accounts collectible)
VII. Derivatives
VIII. Assets acquired or disposed of because of consolidation, severance, acquisition, or assignment of shares according to law
IX. Other important assets

Article 3: Terms and Definitions

I. Derivatives are the forward contracts, option contracts, futures contracts, leverage contracts, swap contracts, combinations of the above contracts, or combination contracts of embedded derivatives, or structural commodities, etc., whose value is derived from a, specific interest rate, the value of a financial instrument, the value of a commodity, the exchange rate, the price or rate index, the credit rating or credit index, or other variables. The so-called forward contracts do not contain insurance contracts, fulfillment contracts, after-sales service contracts, long-term lease contracts, and long-term purchase (sales) contracts.
II. Assets acquired or disposed of because of consolidation, severance, acquisition, or assignment of shares according to law are those acquired or disposed of from consolidation, severance, or acquisition in accordance

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with the Business Mergers and Acquisitions Act, the Financial Holding Company Act, the Financial Institutions Merger Act, or other laws or acceptance of shares from other companies (the “Acceptance of Shares”) as a result of release of new shares as required by Article 156-3 of the Company Act.

III. Related party or subsidiary shall be determined in accordance with the Regulations Governing Securities Issuers’ Financial Statements.
IV. Professional appraiser include a real estate properties appraiser or someone else that may be engaged in the appraisal of real estate properties or equipment according to law.
V. Date of occurrence is the date when a transaction contract is signed, the payment is made, the entrusted transaction takes place, the transfer is completed, the Board of Directors makes a decision, or it is sufficient to define the counterpart and the trading value, whichever occurs first. When the investment requires approval by the Competent Authority, however, it is the date indicated above or the date when the approval from the Competent Authority is received, whichever occurs first.
VI. Investment in Mainland China is that embarked on in accordance with the requirements of the Guidelines for Approving Investments or Technical Collaborations in Mainland China of the Investment Commission of MOEA.
VII. Stock exchange refers to the Taiwan Stock Exchange domestically and any securities trading marketplace that is organized and subject to governance by the local securities competent authority internationally.
VIII. Operating site of securities dealers is a place where securities dealers have exclusive counters to facilitate transactions as required by the Regulations Governing Trading of Securities on Over-The-Counter Markets domestically and the operating site of a financial institution that is subject to governance by the local securities competent authority and may deal with securities internationally.
Article 4: Limits of investments in non-operating real estate properties or their right-ofuse assets or securities

The limits of the assets mentioned above to be acquired by the Company and each of the subsidiaries are as follows:

I. For non-operating real estate properties or their right-of-use assets, the total value may not be higher than 20% of the Company’s net worth.
II. For investments in long-term or short-term securities, the total value may not be higher than 50% of the net worth.
III. For investments in individual securities, the value may not be higher than

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20% of the net worth.

Article 5: For the appraisal report or the opinions from the CPA, the attorney, or the securities underwriter obtained by the Company, the professional appraiser and the appraisal staff, CPA, attorney, or securities underwriter shall meet the following requirements.
I. No finalized sentence in prison of at least one year due to violation of the Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, the Business Entity Accounting Act or frauds, breach of trust, embezzlement, forgery, or criminal act during business operation. This, however, does not apply to those having served their sentence in prison, probation period, or when it has been three years following a pardon.
II. No correlation or substantial relationship with the parties to the transaction
III. If the appraisal report shall be obtained from at least two professional appraisers, different professional appraisers or appraisal staff may not be related to one another or are substantially correlated.

The said parties in the preceding paragraph, to issue an appraisal report or opinions, shall follow the requirements below:

I. Prior to undertaking a case, careful self-assessment of professionalism, practical experiences, and independence shall be performed.
II. When auditing a case, appropriate operating procedures shall be properly planned and enforced in order to render a conclusion and produce a report or opinions accordingly and the procedure enforced, data collected, and conclusions reached shall be truthfully and thoroughly documented in the work sheet.
III. For the sources of data, parameters, and information, among others, used, the integrity, accuracy, and legitimacy shall be evaluated item by item and accordingly the appraisal report or opinions may be issued.
IV. The disclaimer shall cover the statement that related staff has the professionalism and is independent and that the information used has been determined to be reasonable and accurate and compliant with applicable laws and regulations.
Article 6: Procedure for the Acquisition or Disposal of Real Estate Properties, Equipment, or Their Right-of-Use Assets
I. Evaluation and operating procedure

The Company acquires or disposes of real estate properties, equipment, or their right-of-use assets exclusively in compliance with the cyclic procedure for fixed assets as part of the Company’s internal control

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system.

II. Transaction conditions and procedure to decide the authorized amount
(I) In the acquisition or disposal of real estate properties or their right-ofuse assets, the announced current value, the rated value, the actual transaction price of real estate properties in the surroundings or their right of use assets shall be referred to while the transaction conditions and the transaction price are being decided and the analysis report shall be prepared and submitted to the Board of Directors and be approved before they may be enforced. The Board of Directors, however, may authorize the Chairman or the President to make a decision up to a certain value, that is, NTD 30 million, inclusive, and report it to the Board of Directors for follow-up approval.
(II) In the acquisition or disposal of real estate properties or their right-ofuse assets, either price inquiry, price comparison, price negotiation, or tendering shall be done and the Chairman or the President shall make the decision. If a trading value reaches above NTD 30 million, exclusive, it shall be approved by the Board of Directors first.
(III) If any director objects to the Company’s acquisition or disposal of assets which is subject to approval by the Board of Directors pursuant to its existing procedure or other laws and regulations, and such objection is recorded or stated in writing, the Company shall
- also deliver relevant documents on such objection to the supervisors.
(IV) If independent directors are already in place at the Company, when asset acquisition or disposition is brought forth in the Board of Directors meeting for discussion as required, opinions from respectively independent directors shall be fully taken into consideration. Objections or qualified opinions of the independent directors, if any, shall be specified in the minutes of the Board of Directors meeting.
(V) If the Company has already set up the Audit Committee, transactions of important assets or derivatives shall be approved by at least one half of all members of the Audit Committee and by the Board of Directors. The requirements in Paragraphs 4 and 5 of Article 14 apply.
III. Executive Unit

When acquiring or disposing of real estate properties, equipment or their right-of-use assets, the Company shall submit it for approval reflective of the decision-making power in the preceding paragraph and the Department where it is used and the Management Center are responsible for enforcing it.

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IV. Real Estate Properties or Equipment Appraisal Report

When acquiring or disposing of real estate properties, equipment or their user right assets, except for transactions with domestic government agencies, outsourced construction on self-owned land, outsourced construction on rented land, or the acquisition or disposal of operating equipment or its right-of-use assets, as long as the trading value reaches 20% of the Company’s paid-in capital size or NTD 300 million and above, the quotation report issued by a professional appraiser shall be obtained prior to the actual occurrence date and the following requirements shall be fulfilled:

(I) When restricted prices, specific prices, or special prices need to serve as the reference for the transaction price for special reasons, such transaction shall be submitted to the Board of Directors for a decision first. The same shall apply upon changes to the transaction conditions in the future.
(II) When the trading value reaches NTD 1 billion and above, appraisals shall be provided by at least two professional appraisers.
(III) Where any one of the following circumstances applies with respect to the professional appraiser’s appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standard 20 published by the ROC Accounting Research and Development Foundation and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:
The appraisal result is different from the trading value by at least 20% of the trading value.
The difference between appraisal results provided by at least two

professional appraisers reaches 10% and above of the transaction price.

(IV) The date when the report is released by a professional appraiser and the date for the contract to take effect may not be more than three months apart. If the announced current value of the same term applies and it is not more than six months past due, the original professional appraiser shall provide the opinions.
(V) If the Company acquires or disposes of assets through the court auction procedure, supporting documents issued by the court may be used instead of the appraisal report or CPA opinions.
(VI) The calculation of the trading value shall be based on the requirements in Article 12. It is allowed not to include those already

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included in the appraisal report or CPA opinions obtained from professional appraisers or CPA opinions as required.

Article 7: Procedure for the Acquisition or Disposal of “Investments in Securities”

I. Evaluation and operating procedure

The Company follows the cyclic procedure for investments as part of the Company’s internal control system when purchasing and selling longterm/short-term securities.

II. Transaction conditions and procedure to decide the authorized amount
(I) Trading of securities at the stock exchange or the operating site of securities dealers shall be determined by the responsible unit reflective of market quotations. When the value is below NTD 50 million, inclusive, the Chairman or the President may approve it and bring it forth during the next Board of Directors meeting to be filed for reference. When the value exceeds NTD 50 million, on the other hand, prior approval by the Board of Directors is required before it may take place.
(II) For trading of securities that does not take place at a stock exchange or the operating site of securities dealers, financial statements obtained from underlying companies that have been audited and certified or reviewed by the CPA shall be obtained first to serve as reference while the transaction price is being evaluated, taking into consideration the net value per share, profitability, and developmental potential in the future, etc. When the value is below NTD 30 million, inclusive, the Chairman or the President shall approve it and bring it forth during the next Board of Directors meeting to be filed for reference with the report of profits or losses yet to be realized of long-term/short-term securities provided. When the value exceeds NTD 30 million, approval by the Board of Directors shall be obtained, too, before it may take place.
(III) If any director objects to the Company’s acquisition or disposal of assets which is subject to approval by the Board of Directors pursuant to its existing procedure or other laws and regulations, and such objection is recorded or stated in writing, the Company shall also deliver relevant documents on such objection to the supervisors.
(IV) If independent directors are already in place at the Company, when asset acquisition or disposition is brought forth in the Board of Directors meeting for discussion as required, opinions from respectively independent directors shall be fully taken into consideration. Objections or qualified opinions of the independent directors, if any, shall be specified in the minutes of the Board of Directors meeting.

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(V) If the Company has already set up the Audit Committee, transactions of important assets or derivatives shall be approved by at least one half of all members of the Audit Committee and by the Board of Directors. The requirements in Paragraphs 4 and 5 of Article 14 apply.
III. Executive Unit

With investments in long-term/short-term securities, the Company shall submit it for approval reflective of the decision-making power in the preceding paragraph and the finance and accounting unit is responsible for implementing it.

IV. Obtaining Expert Opinions
(I) When acquiring or disposing of securities, the Company shall obtain the most recent financial statements of benchmark companies audited and certified or reviewed and approved by CPAs prior to the actual date of occurrence for reference. In addition, when the transaction value reaches 20% of the Company’s paid of the paid-in capital size of the Company or NT$300 million and above, CPAs shall be approached for opinions on the adequacy of the transaction price prior to the actual date of occurrence. If the CPA needs to adopt an expert report, the requirements under Auditing Standard 20 released by the Accounting Research and Development Foundation shall be followed. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission.
(II) If the Company acquires or disposes of assets through the court auction procedure, supporting documents issued by the court may be used instead of the appraisal report or CPA opinions.
(III) The calculation of the trading value shall be based on the requirements in Article 12. It is allowed not to include those already included in the appraisal report or CPA opinions obtained from professional appraisers or CPA opinions as required.

Article 8: Procedure for transactions with a related party

I. For the acquisition or disposal of assets between the Company and related parties, besides Articles 7, 8, and 9, and hereunder that shall be followed for related decision-making procedures and evaluating the legitimacy of transaction conditions, among others, for those with a trading value reaching 10% and above of the Company’s total assets, the

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appraisal reports issued by professional appraisers or CPA’s opinions shall be obtained as required by Articles 7, 8, and 9 as well. The calculation of the trading value shall be based on the requirements in Article 12. When determining if a counterpart is a related party, besides paying attention to the legal form, substantial relationship shall be considered as well. II. Evaluation and operating procedure

When acquiring or disposing of real estate properties or their right-ofuse assets or other assets than real estate properties or their right-of-use assets from related parties and the trading value reaches 20% of the Company’s paid-in capital size, 10% of the Company’s total assets or NTD 300 million and above, except for trading of domestic government bonds, bonds with buy-back or sell-back requirements, subscription or buy-back of funds on the money market issued by domestic securities investment trust businesses, the following materials shall be submitted to the Board of Directors for approval and to the supervisors for ratification before the transaction contract may be entered into and payment may be made:

(I) Purpose, necessity, and expected benefits of the acquisition or disposal of assets.
(II) Reason for choosing the related party to be the counterpart.
(III) For the acquisition of real estate properties or their right-of-use assets from a related party, related materials on the adequacy of the expected trading conditions shall be evaluated as required by Subparagraph 3 hereunder.
(IV) The original date and price of acquisition from the related party, the counterpart and his/her relationship with the Company and the related party, among others.
(V) The income and expenditure forecast in cash for respective months in the coming year starting from the month when the contract is expected to be signed and the evaluation over the necessity of the transaction and the legitimacy of funds utilization.
(VI) Appraisal report obtained from a professional appraiser or CPA opinions as required under Subparagraph of this article.
(VII) Restrictions and other important matters agreed upon of the current transaction.

The calculation of the trading value mentioned in the preceding paragraph shall be based on the requirements in Article 12 and “within a year” as stated is based on the actual date of occurrence of the current transaction, retroactively by one year. It is allowed not to include those already submitted to the Board of Directors for approval and to the supervisors for ratification as required herein.

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For the following transactions between the Company and its subsidiaries or between subsidiaries in which the Company directly or indirectly holds 100 percent of the issued shares or the capital size, the Board of Directors may authorize the Chairman or the President to go ahead and approve any value below NTD 30 million, inclusive, and then bring it forth during the most recent Board of Directors’ meeting for followup approval:

Acquisition or disposal of operating equipment or its right-of-use

assets.

Acquisition or disposal of operating real estate properties or their

right-of-use assets.

(VIII) When independent directors are available in the Company, upon submission to the Board of Directors for discussion as required hereunder, opinions from respective independent directors shall be sufficiently considered. In case of any disagreement or qualified opinion from independent directors, it shall be stated so in the Board of Directors meeting minutes.
(IX) When the Audit Committee is available in the Company, matters to be ratified by supervisors as required by Subparagraph 2 shall be approved by at least one half of all members of the Audit Committee first and submitted to the Board of Directors for a final decision. The requirements under Article 14 Subparagraphs 4 and 5 apply.
III. Rationality assessment of transaction cost
(I) The Company shall evaluate the legitimacy of the transaction cost in the following ways for the real estate properties or their right-of-use assets acquired from the related party:
1. The cost of necessary interests for the funds and that to be afforded by the buyer as required by law shall be included in the calculation in addition to the transaction price with the related party. The so-called cost of necessary interests for the funds is the be assumed or calculated with the weighted average interest rate of borrowings for the purchase of assets by the Company for the specific year; it, however, may not be above the highest borrowing interest rate in the non-financial sector as announced by the Ministry of Finance.
2. If the related party once set the specific object as the collateral for borrowings from a financial institution, it is the determined total loan value of the specific object by a financial institution. The accumulated value of loans actually released on the specific object by a financial institution, however, shall reach at least 70% of the

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total loan value and at least one years has elapsed for the loan period. This does not apply, however, if the financial institution and a party to the transaction are mutually related.

(II) Consolidated purchase or the lease of the same target land and house: the transaction cost may be evaluated in any of the ways mentioned in the foregoing paragraph, respectively, for the land and the house.
(III) When the Company acquires real estate properties or their right-ofuse assets from the related party, the cost of the real estate properties or their user right-associated assets shall be evaluated as mentioned in the foregoing hereunder and the CPA shall be approached for reviewing it again and providing substantial opinions.
(IV) When results of the evaluation performed as mentioned in the foregoing hereunder are consistently below the transaction price, Company shall handle them as required by Item (V) hereunder. This, however, does not apply in case of any of the following conditions and when objective evidence is provided and substantial justified opinions are obtained from the professional real estate properties appraiser and the CPA:
The related party is the party obtaining or renting the land for construction and can provide evidence on fulfillment of one of the following requirements:
- (1) The land is evaluated in ways required hereunder while the reasonable construction profits are added to the construction cost paid by the related party for a house, with the total exceeding the actual transaction price. The so-called reasonable construction profits shall be the net business profit on average from the construction department of the related party over the most recent three Year or the latest net profit in the construction industry announced by the Ministry of Finance, whichever is lower.
- (2) Transaction cases of other non-related parties within a year for the other floors of the same house/land or in the adjacent regions that are similar in area and transaction conditions having been evaluated against the reasonable floor or regional price differences according to real estate properties trading or lease customs to be comparable.
The Company provides evidence supporting that the transaction conditions of the real estate properties purchased or real estate properties right-of-use assets acquired through lease are

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equivalent to transactions involving other non-related parties within a year in the adjacent regions and closer in area. The transaction cases in adjacent regions referred to in the foregoing are, in principle, those within the same or in adjacent blocks and not further than a radius of 500 meters from the transaction target or similar in the announced current value. By “closer in area,” on the other hand, it means, in principle, that the area of the transaction cases of other non-related parties is not below 50% of that of the transaction target. The “within a year” referred to in the foregoing is, in principle, from the actual date when the current acquisition of real estate properties or their right-of-use assets occurs, retroactively by one year.

(V) When results of the evaluation performed as required by Paragraph III Subparagraphs (I) and (II) hereunder in the acquisition of real estate properties or their right-of-use assets from a related party are consistently below the transaction price, the Company shall handle them as follows.
The Company shall set aside special reserve as required by Article 41 Paragraph 1 of the Securities and Exchange Act for the difference between the transaction price and the evaluation cost of the real estate or its right-of-use assets; assignment or allotment of shares transferred to capital increase is disallowed. If a public company uses the equity method to account for its investment in the Company, then the special reserve called for under Article 41, Paragraph 1 of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share of public company’s equity stake in the Company.
Supervisors shall follow the requirements in Article 218 of the Company Act. When the Audit Committee has been set up as required by the Act, the foregoing paragraph hereunder shall apply to independent directors who are members of the Audit Committee.
How conditions specified in Points 1 and 2 of Item (V) hereunder are handled shall be presented during the shareholders’ meeting, with details of the transaction to be disclosed in the Annual Report and the Prospectus.

When special reserve is set aside as required in the preceding paragraph by the Company, such special reserve may only be allocated when price falling losses are recognized for the assets purchased or rented at a high price or the lease contract has been terminated or adequate compensation or reinstatement has been

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done or there is other evidence supporting absence of illegitimacy and after it is approved by the Financial Supervisory Commission under the Executive Yuan.

  - (VI) If the Company acquires real estate properties or their right-of-use assets from a related party and one of the following conditions exists, the requirements regarding the evaluation and operating procedure in Subparagraphs I and II hereunder shall be followed and the requirements regarding the evaluation of the legitimacy of the transaction cost in Subparagraph III Items (I), (II), and (III) hereunder do not apply.

     1. The related party acquired the real estate properties or their rightof-use assets because of inheritance or as a gift.

     2. The related party acquired the real estate properties or their rightof-use assets through a contract and the contract date is more than 5 years ago from the current transaction.

     3. The real estate properties are acquired through a contract over joint construction entered into with the related party or through outsourced construction on self-owned land, outsourced construction on rented land assigned to the related party.

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

  - (VII) When acquiring real estate properties or their right-of-use assets from related parties, if there is other evidence showing non-conforming operational activities, the Company shall follow the requirements in Subparagraph III Item (V) hereunder.

Article 9: Procedure for the Acquisition or Disposal of Intangible Assets or Their User Right-associated Assets or Membership Cards
I. Evaluation and operating procedure

The procedure for acquiring or disposing of intangible assets or their right-of-use assets or membership cards is consistently based on cyclic procedure for fixed assets as part of the Company’s internal control system.

II. Transaction conditions and procedure to decide the authorized amount
(I) In the acquisition or disposal of intangible assets or their right-of-use assets, the expert evaluation report or the fair market price on the market shall be referred to while a decision is made on the

transaction conditions and the transaction price; the analysis report

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will be prepared and submitted to the Chairman or the President. When the value involved is below 3% of the paid-in capital size or NTD 30 million and above, approval from the Chairman or the President shall be obtained and it shall be brought forth during the next Board of Directors meeting to be filed for reference. When the value involved exceeds NTD 30 million, on the other hand, approval from the Board of Directors shall be obtained, too, before it may take place.

(II) In the acquisition or disposal of membership cards, the fair market price on the market shall be referred to while a decision is made on the transaction conditions and the transaction price; the analysis report will be prepared and submitted to the President. When the value involved is below NTD 2 million, approval from the General Manager shall be obtained and it shall be brought forth during the next Board of Directors meeting to be filed for reference. When the value involved exceeds NTD 2 million, on the other hand, approval from the Board of Directors shall be obtained, too, before it may take place.
(III) If any director objects to the Company’s acquisition or disposal of assets which is subject to approval by the Board of Directors pursuant to its existing procedure or other laws and regulations, and such objection is recorded or stated in writing, the Company shall also deliver relevant documents on such objection to the supervisors.
(IV) If independent directors are already in place at the Company, when asset acquisition or disposition is brought forth in the Board of Directors meeting for discussion as required, opinions from respectively independent directors shall be fully taken into consideration. Objections or qualified opinions of the independent directors, if any, shall be specified in the minutes of the Board of Directors meeting.
(V) If the Company has already set up the Audit Committee, transactions of important assets or derivatives shall be approved by at least one half of all members of the Audit Committee and by the Board of Directors. The requirements in Paragraphs 4 and 5 of Article 14 apply.
III. Executive Unit

When acquiring or disposing of intangible assets or their right-of-use assets, the Company shall submit it for approval reflective of the decisionmaking power in the preceding paragraph and the Department where it is used and the Management Center are responsible for enforcing it.

IV. Expert evaluation report for intangible assets or their user right-associated assets or membership cards
(I) When acquiring or disposing of membership cards with a trading value reaching 1% of the paid-in capital size or NTD 8 million and

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above, the Company shall have an expert to issue the appraisal report.

(II) When acquiring or disposing of intangible assets or their Right-of-Use assets with a trading value reaching 10% of the paid-in capital size or NTD 40 million and above, the Company shall have an expert to issue the appraisal report.
(III) When the trading value of the intangible assets or their right-of-use assets or membership cards to be acquired or disposed of by the Company reaches 20% of the Company’s paid-in capital or NTD 300 million and above, except for transactions with domestic government agencies, CPAs shall be approached for opinions on the adequacy of the transaction price prior to the actual date of occurrence and shall follow the requirements under Auditing Standard 20 released by the Accounting Research and Development Foundation.
(IV) The calculation of the transaction value shall be based on the requirements in Article 12. It is allowed not to include those already included in the appraisal report or CPA opinions obtained from professional appraisers or CPA opinions as required.

Article 10: Procedure for the Acquisition or Disposition of Derivatives

I. Transaction Principle and Policy
(I) Type of Transaction
Derivative financial instruments that the Company is engaged in refer to the transaction contracts whose value comes from assets, interest rates, exchange rates, indexes, or other interests (such as forward contracts, options, futures, the interest or exchange rate, swap, and composite contracts consisting of the above-mentioned commodities).
For transactions involving bond guarantee, applicable requirements herein shall be followed. The requirements herein do not apply to trading of bonds with buy-back requirements.
(II) Operational (Hedging) Strategy

The Company shall engage itself in the trading of derivatives for hedging purposes. The commodities selected shall be meant primarily to circumvent risks generated from business operation. The currencies held must answer to those needed in the import/export trade that the Company is actually involved in. The overall internal positions of the Company (income and expenditure in foreign currency) shall be squared off in principle in order to reduce the overall foreign exchange risk of the Company and to save the

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foreign exchange operating cost. Trading for other specific purposes shall be carefully evaluated and may only take place after it is submitted to and approved by the Chairman or the President.

(III) Responsibilities
1.Finance Department
- (1) Trader
  - A. Is responsible for preparing the strategies for trading of
  - financial instruments throughout the Company.
  - B. The trader shall calculate the positions regularly, that is, once every two weeks, collects market information, determines the trends and evaluates the risk, and prepares the operational strategies. Once they are approved according to the decisionmaking power, they will serve as the bases for transactions engaged in.
  - C. Engages in transactions according to the scope of authorization and established strategies.
  - D. In cases of major changes on the financial market or when it is determined by the trader that existing strategies are no longer applicable, the trader may submit the evaluation report and re-define the strategies at any time. Once they are approved by the President, they will serve as the bases for transactions engaged in.
- (2) Accountant
  - A. Confirms transactions engaged in.
  - B. Reviews whether a transaction is enforced according to the authorized power and existing strategies.
  - C. Does the appraisal on a monthly basis and submits the appraisal report to the President for approval.
  - D. Takes care of accounting affairs.
- (3) Delivery person carries out the delivery task.
- (4) Filing and announcement is done as required by the Securities and Futures Commission.
- (5) Decision-making power over derivatives
  - A. Hedging transactions:

Regardless of the value, transactions may not be engaged in without approval from the President. They shall also be brought forth during the Board of Directors meeting later. Transactions hereunder are meant for hedging purpose, not for making profits.

B. If any director objects to the Company’s acquisition or

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disposal of assets which is subject to approval by the Board of Directors pursuant to its existing procedure or other laws and regulations, and such objection is recorded or stated in writing, the Company shall also deliver relevant documents on such objection to the supervisors. Furthermore, if independent directors are available in the Company, when transactions of assets to be acquired or disposed of are submitted to the Board of Directors for discussion as required, opinions from respective independent directors shall be sufficiently considered and any approving or opposing opinions and rationales from them shall be included as part of the meeting minutes.

If the Company has already set up the Audit Committee, transactions of important assets or derivatives shall be approved by at least one half of all members of the Audit Committee and by the Board of Directors. The requirements in Paragraphs 4 and 5 of Article 14 apply.

2.Audit Department

Is responsible for understanding the adequacy of internal control over trading of derivatives and auditing the trading department on compliance with operating procedures as well as analyzing the transaction cycle and preparing the Audit Report and reporting to the Board of Directors in cases of major deficiencies.

3.Performance evaluation

Hedging transactions:

A. The performance evaluation is based on the gains or losses generated between the booked exchange rate cost and the trading of derivatives.

B. In order to sufficiently keep track of and express the appraisal risk of each transaction, the Company adopts the monthly appraisal settlement approach in the evaluation of gains or losses.

Deciding the total contract value and upper limit of losses
(1) Total contract value Hedging transactions:

The Finance Department shall keep track of the overall positions of the Company in order to avoid the transactional risk. The value of hedging transactions is not to exceed two-

thirds of the overall net positions of the Company. If it exceeds two-thirds, it shall be submitted to and approved by the President.

(2) Upper limit of losses

Since hedging transactions are meant to avoid risks, the

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upper limit of losses may not exceed 10% of the value of all contracts or each contract. In cases of major undesirable

impacts, however, the Company may gather related people at any time to come up with a countermeasure.

II. Risk Management Measure

(I) Management of Credit Risks
Risks associated with the operation of derivative financial instruments are likely due to changes in various factors on the market. Therefore, risks on the market are managed according to the principles below:
Counterpart: primarily a well-known domestic or international financial institution.
Commodity involved in the transaction: It is limited to a commodity provided by a well-known domestic or international financial institution.
(II) Management of Market Risk Primarily the open foreign exchange market provided by the bank; the futures market is not considered.
(III) Liquidity risk management
In order to ensure liquidity on the market, financial instruments selected are primarily those relatively highly liquid (that is, those that may be matched at any time on the market). The financial institution authorized to execute the transaction has to have sufficient information and be capable of executing the transaction on any market at any time.
(IV) Management of Cash Flow Risk
In order to ensure steady turnover in the Company’s operating funds, funds needed for the Company to engage in transactions of derivatives are from self-owned funds and the value available for operation shall take into consideration the demand for funds in the cash income and expenditure forecast for the coming three months.
(V) Management of Operational Risk
The authorized limits and operating procedures should be precisely followed and be included as part of internal audit in order to avoid operational risk.
Traders of derivatives and the staff involved in verification and delivery may not be the same people.
The staff engaged in the evaluation, monitoring, and control of risks shall belong to different departments from the staff mentioned in the preceding subparagraph and shall report to the Board of Directors or the high-ranking supervisor not responsible for the making a decision over the transaction or the position.
The positions held for trading derivatives shall be evaluated at least once a week. For hedging transactions that need to be processed in order to meet operational demand, however, such evaluation shall be performed at least twice a month and the evaluation report shall be submitted to the Chairman or the President authorized by the Board of Directors.
(VI) Management of Commodity Risk

Internal traders shall have complete and correct professional

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knowledge of financial instruments and demand that risks be sufficiently disclosed by banks in order to avoid the risk associated with misuse of financial instruments.

III. Internal audit system
(I) Internal auditors shall regularly learn about the propriety of internal control in derivative transactions, verify the compliance of the transaction department’s derivative transactions with the applicable procedure on a monthly basis, analyze the transaction cycles, and prepare audit reports; if any severe violation is identified, the supervisors and independent directors shall be informed in writing. If the Company already has the Audit Committee in place, the notification to supervisors shall apply to the Audit Committee.
(II) Internal auditors shall file with the Securities and Futures Institute the Audit Report and inspection status throughout the internal audit year before the end of February of the following year and file with the Securities and Futures Institute corrections of abnormalities no later than the end of May of the following year.
IV. Periodic Evaluation Method
(I) The Board of Directors shall authorize high-ranking supervisors to periodically supervise and evaluate if the trading of derivatives has taken place in precise compliance with the transaction procedure defined by the Company and if the undertaken risk is within the allowed undertaken range. When abnormalities are found in the market price evaluation report (such as the positions held already exceeding the upper limit of losses), it shall be reported to the Board of Directors immediately and responsive measures shall be adopted.
(II) The positions held for trading derivatives shall be evaluated at least once a week. For hedging transactions that need to be processed in order to meet operational demand, however, such evaluation shall be performed at least twice a month and the evaluation report shall be submitted to the high-ranking supervisor authorized by the Board of Directors.
V. Supervisory and Management Principles for the Board of Directors in Trading Derivatives
(I) The Board of Directors shall assign high-ranking supervisors to pay attention to the supervision and control over transaction risks of derivatives at all times. The management principles are as follows:
1. Periodically evaluate if the current risk management measures are appropriate and in strict compliance with the Regulations and the Procedure for Trading Derivatives established by the Company.
2. Supervise over transactions and gains and losses and adopt necessary response measures upon discovery of abnormalities and report immediately to the Board of Directors; when there are independent directors in the Company, they shall attend and express opinions in the Board of Directors’ meeting.
(II) Periodically evaluate whether the performance in the transaction of derivatives meets existing operating strategies and whether the undertaken risks are within the scope allowed for the Company or not.
(III) When dealing with the transaction of derivatives, if related staff are authorized to take care of the transaction as required by the Procedure for Trading Derivatives, the Company shall report it in the

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most recent Board of Directors’ meeting later.

  - (IV) When trading derivatives, Company shall prepare the reference book and register in detail the type and value of derivatives traded, the date when it is approved by the Board of Directors, and matters that shall be carefully evaluated according to and Subparagraphs IV and V hereunder for future reference.

Article 11: Procedure for Managing Consolidation, Severance, Acquisition, or Assignment of Shares
I. Evaluation and operating procedure
(I) When dealing with consolidation, severance, acquisition, or assignment of shares, the Company shall authorize the attorney, the CPA, or the securities underwriter to jointly stipulate and decide an estimated schedule of legal procedures and form a task force to enforce it in accordance with the legal procedures. In addition, the Company shall authorize the CPA, the attorney or the securities underwriter, before calling for the Board of Directors’ meeting, to express opinions over the legitimacy of the exchange Ratio the acquisition price, or the cash or other properties assigned to shareholders and bring it forth to be discussed and approved by the Board of Directors. For the consolidation between the Company and its subsidiary whose circulating shares or total capital size is 100% held directly or indirectly by the public offering company or the consolidation between the subsidiaries whose circulating shares or total capital size is 100% held directly or indirectly by the public offering company, however, the opinions over the legitimacy as provided by experts indicated in the foregoing may be waived.
(II) The Company shall prepare public documents for the shareholders before a shareholders’ meeting covering important terms and conditions agreed upon and related matters of the consolidation, severance, or acquisition and give them to the shareholders along with the expert opinions mentioned above to serve as reference for whether or not to approve the said consolidation, severance, or acquisition. This, however, does not apply if a decision through a shareholders’ meeting may be waived regarding consolidation, severance, or acquisition as required by other laws. In addition, if the shareholders’ meeting of a company involved in the consolidation, severance, or acquisition is unable to take place or render a decision, or vetoes the proposal due to an insufficient number of attendants, insufficient voting power, or other legal restrictions, the company shall explain the cause, the subsequent management, and the re-scheduled

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date of the shareholders’ meeting to the public immediately.

II. Other Matters to be Paid Attention to

(I) Board of Directors meeting date: To take part in consolidation, severance, or acquisition projects, unless specified otherwise in other laws or for special reasons and with prior approval from the securities competent, the Company shall hold the Board of Directors meeting and the shareholders’ meeting on the same day to decide matters concerning the consolidation, severance, or acquisition. To take part in the assignment of shares, unless specified otherwise in other laws or for special reasons and with prior approval from the competent authority for securities, the Company shall hold the Board of Directors’ meeting on the same day.
(II) Data retention: When the Company is involved in the consolidation, severance, acquisition, or assignment of shares, complete written records containing the following information shall be prepared and kept for five years to be available for inspection:
Basic personnel information: Including the title, name, National ID number (or the passport number for an alien) of the person(s) involved in the consolidation, severance, acquisition, or assignment of shares plan or in implementing the plan prior to release of the news to the public.
Dates of important events: Including the date when the Letter of Intent or the memorandum is signed, the date when a financial or legal consultant is authorized, or the date when a contract is signed or the Board of Directors meeting takes place, among others.
Important documentation and meeting minutes, Including the consolidation, severance, acquisition, or assignment of shares plan, the Letter of Intent or memorandum, important contracts, and Board of Directors meeting minutes, among others.
(III) Information Declaration: When the Company is involved in the consolidation, severance, acquisition, or assignment of shares, the materials indicated in Item 2 hereunder in the required format shall be filed with the FSC through the Internet information system within two days from the date it is approved by the Board of Directors.
(IV) When parties that are not public companies or companies whose shares are traded at an operating site of securities dealers are involved in the consolidation, severance, acquisition, or assignment of shares, the Company shall sign an agreement with them and the requirements hereunder shall be followed.

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(V) Prior commitment to confidentiality: All parties involved in or aware of the shares consolidation, severance, acquisition, or assignment plan shall issue the written commitment to confidentiality over no disclosure to the public of what is included in the plan before such information is released and also over no trading of the shares of all companies involved in the shares consolidation, severance, acquisition, or assignment plan and other equity securities in their own or someone else’s name.
(VI) Principle for setting and changing the exchange ratio or the acquisition price: Companies involved in the consolidation, severance, acquisition, or assignment of shares shall have their CPAs, attorneys, or securities underwriters before their respective Board of Directors meetings to express opinions over the legitimacy of the exchange ratio, the acquisition price, or the cash or other properties assigned to shareholders and bring it forth to be discussed and approved during the shareholders’ meeting.
In principle, the exchange ratio or the acquisition ratio may not be changed unless criteria for such changes are defined in the contract and disclosed to the public. The criteria for changing the exchange ratio or the acquisition price are as follows:
Organizing capital increase in cash, issuing convertible corporate bonds, distributing stock dividends, or issuing corporate bonds with warrant, preferred stock with warrant, warrant certificates, and other equity securities.
Behavior that has an impact on the Company’s finance such as disposal of important assets of the Company.
Major disasters or technical reforms that will affect the Company’s shareholders’ equity or security price
Adjustments made by any company involved in the consolidation, severance, acquisition, or assignment of shares by buying back the treasury stock according to law.
Change in the structure or the number of companies involved in the consolidation, severance, acquisition, or assignment of shares.
Other conditions where changes may be made as specified in the contract and already disclosed to the public.
(VII) Information to be included in the contract: When the Company is involved in the consolidation, severance, acquisition, or assignment of shares, the contract shall not only specify the rights and obligations of companies involved in the consolidation, severance, acquisition, or assignment of shares but also the following.

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Management of defaults.
Principles for handling securities that are stock options in nature already issued or the treasury stock that is already bought back by the company that is no longer existing or is severed as a result of consolidation.
The quantity of the treasury stock that may be bought back according to law after the base date when the exchange ratio was calculated by the participating companies and the management principle.
Management of additions or deletions in the structure or the number of companies involved.
Expected plan implementation schedule and expected date of completion.
The procedure for handling the expected date for holding the shareholders’ meeting as required by law, among others, upon failure to complete the plan as scheduled.
(VIII) Change in the number of companies involved in the consolidation, severance, acquisition, or assignment of shares: If any company involved in the current consolidation, severance, acquisition, or assignment of shares intends to be consolidated with, severed from, acquire, or accept assigned shares with other companies after the news is released to the public, unless the number of participating companies is reduced and the shareholders’ meeting has rendered a decision to authorize the Board of Directors with the power over such change, where the participating companies may be waived from holding another shareholders’ meeting to make a decision, for the procedure or legal action already completed for the original consolidation, severance, acquisition, or assignment of shares, it shall be redone by all participating companies.

Article 12: Information Release/Disclosure Procedure

I. Items Subject to Announcement/Filing and Announcement/Filing Criteria
(I) Acquisition or disposal of real estate or its right-of use assets or other assets than real estate or its right-of-use assets involving related parties with a trading value reaching 20% of the Company’s paid-in capital size, 10% of the total assets or NTD 300 million and above. This, however, does not apply to the trading of government bonds or bonds with buy-back or sell-back conditions, subscription or buy-back of money market funds issued by a domestic securities investment trust business.

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(II) Consolidation, severance, acquisition, or assignment of shares.
(III) Engagement in transactions of derivatives with losses reaching the ceiling value of all or individual contract losses specified in the established procedure.
(IV) Acquisition or disposal of assets that are operating equipment or its right-of-use assets where the counterpart is not a related party and the trading value reaches NTD 500 million and above.
(V) Acquisition of real estate through outsourced construction on selfowned land, outsourced construction on rented land, division of property jointly built, division by the percentage following joint construction, and separate sale following joint construction, where the counterpart is not a related party and the expected trading value to be invested in by the Company reaches NTD 500 million and above.
(VI) Transactions of assets other than those mentioned above or disposition of creditor’s rights by financial institutions, or investments in Mainland China, with a trading value reaching 20% of the Company’s paid-in capital size or NTD 300 million and above. This, however, does not apply to the following circumstances:
1. Trading of domestic government bonds.
2. Trading of bonds with buy-back or sell-back conditions, subscription or buy-back of money market funds issued by a domestic securities investment trust business.
(VII) The above-mentioned trading value shall be calculated as follows and “within a year” as stated is based on the actual date of occurrence of the current transaction, retroactively by one year. It is allowed not to include those already announced as required.
1. Value of each transaction.
2. The accumulated value of transactions involving the acquisition or disposal of objects of the same nature with the same counterpart within a year.
3. The accumulated value from the acquisition or disposal (to be accumulated separately) of real estate properties or their right-ofuse assets under the same development project within a year.
4. The accumulated value from the acquisition or disposal (to be accumulated separately) of the same security within a year.
II. Announcement and Filing Deadline

In the acquisition or disposal of assets, when items to be announced as stated in Subparagraph 1 hereunder and the trading value meets the criteria for announcement and

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filing hereunder, they shall be announced and filed within two days from the actual date of occurrence.

III. Announcement and Filing Procedure
(I) The Company shall announce and declare related information on the website designated by the Financial Supervisory Commission.
(II) The Company shall enter information about transactions of derivatives engaged in by itself and its subsidiaries that are not within the country by the end of last month before the tenth day of each month on the website designated by the competent authority for securities where such information shall be disclosed on a monthly basis.
(III) In the event that items to be announced by the Company as required are found with errors or missing information at the time of announcement and hence need to be corrected, all such items shall be re-announced and filed two days from the date of awareness of such condition.
(IV) When acquiring or disposing of assets, the Company shall have copies of related contracts, meeting minutes, reference books, appraisal reports, and opinions from CPAs, attorneys, or securities underwriters ready in the Company and they shall be kept for at least five years unless specified otherwise by law.
(V) When one of the following conditions occurs after the Company announces and files transactions as required hereunder, related information shall be announced and filed on the website designated by the competent authority within two days from the actual date of occurrence:
1. Related contracts signed on the original transaction are changed, terminated, or dismissed.
2. Consolidation, severance, acquisition, or assignment of shares is not completed as scheduled by contract.
3. Contents originally announced and filed are changed.

Article 13: For the subsidiaries of the Company, the following requirements shall be followed:

I. Subsidiaries shall also establish the Procedure for the Acquisition or Disposal of Assets in compliance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies. Once it is approved by the Subsidiary’s Board of Directors, it is brought forth in the

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subsidiary’s shareholders’ meeting’ meeting; the same applies upon revision.

II. When acquiring or disposing of assets, the subsidiary shall also follow the Company’s requirements.
III. When the subsidiary is not a public offering company and the acquisition or disposal of assets reaches the criteria for announcement/filing defined in the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, the parent company shall also complete the announcement/filing process on behalf of the subsidiary. The Audit Unit of the Company shall include the procedure to acquire or dispose of assets of each subsidiary as part of the monthly audit and the status of the audit shall be included as a required item of the audit operation to be reported to the Board of Directors and the supervisor.
IV. Among the announcement and filing criteria to be followed by subsidiaries, the so-called “reaching 20% of the Company’s paid-in capital size or 10% of total assets” is based on the paid-in capital size or total assets of the parent company (the Company).

Article 14: Implementation and Revision

I. The “Procedure for the Acquisition or Disposal of Assets” of the Company shall, after it has been approved by the Board of Directors, be submitted to respective supervisors and brought forth during the shareholders’ meeting for approval. The same shall apply upon revision. In case of any disagreement expressed by directors with records or written statements, the Company shall also submit such materials to each supervisor.
II. When independent directors are already available in the Company, when the “Procedure for the Acquisition or Disposal of Assets” is brought forth to the Board of Directors for discussion, opinions from respectively independent directors shall be fully taken into consideration. Objections or qualified opinions of the independent directors, if any, shall be specified in the Board of Directors meeting minutes.
III. If the Company has already set up the Audit Committee, the preparation of or amendment to the Procedure for the Acquisition or Disposal of Assets shall be approved by at least one half of all members of the Audit Committee and by the Board of Directors.
IV. Where approval by more than one-half of all audit committee members is not attained for the preceding paragraph, it may be substituted by

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approval by more than two-thirds of all directors, and the resolution reached by the Audit Committee shall be specified in the Board of Directors meeting minutes.

V. Audit Committee members indicated in Paragraph 3 and all directors indicated in the preceding paragraph refer to those actually in service.

Article 15: Supplementary Provisions

I. For matters not covered herein, the requirements of related laws and regulations shall be followed.
II. This Procedure was revised on June 14, 2019.

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Attachment 7

Mirle Automation Corporation Operating Procedure for Endorsement and Guarantee

(Before)

Article 1: This Operating Procedure is prepared pursuant to the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies of the Financial Supervisory Commission (the FSC). The Company shall follow the requirements in this Operating Procedure for the lending of funds.
Article 2: For the funds lent to others, one of the criteria shall be fulfilled.
(I) Company or trade name that currently does business with the Company.
(II) Presence of the necessity for short-term financing between companies or trade names. The financing value may not exceed 40% of the net worth of the lending enterprise.
By “short-term,” it means a year or a business cycle (whichever is longer). By “financing value” referred to in Paragraph 1 Subparagraph 2, it means the accumulated balance of short-term financing available at the Company. The lending of funds from the Company to a foreign company where the Company holds directly or indirectly 100% of the shares with voting rights or lending of funds from a foreign company where the Company holds directly or indirectly 100% of the shares with voting rights to the Company may not exceed 40% of the net worth of the lender.
When the person in charge of the Company violates the requirements in Paragraph I and the proviso to the preceding paragraph, he/she shall share the joint and several liability with the borrower. In the event that the Company bears damage, he/she shall also be responsible for the damages.
Article 3: For lending of funds to keep a business relationship that is engaged in by the Company, the limits specified in Article 4 shall be followed. Lending to meet the demand for short-financing funding is limited to the following:
(I) The investee of the Company appraised with the equity method needs it in order to pay back borrowings from banks, to purchase equipment, or as working capital.
(II) A company in which the Company indirectly holds over 50% of the shares needs it in order to pay back borrowings from banks, to purchase equipment, or as working capital.
(III) A company in which the Company directly or indirectly holds more than 50% of the shares needs it for reinvestment and the reinvested business is relevant to the nature of operation of the Company and will help with business development of the Company in the future.
Article 4: Total value involved in the lending of funds and limits for respective counterparts
The total value of the funds lent to others by the Company may not exceed 40% of the net worth of the Company as shown in the most recent financial statement audited and certified or reviewed by the CPA. The limits of funds to be lent to each borrower, depending on the cause of lending, are specified, respectively, as follows:
(I) With current business relationships, the value lent to the specific borrower may not exceed the higher of the purchases or sales between

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the Company and the borrower over the most recent year or for the current year up to the lending of funds.
(II) When it is required for short-term financing, the value lent to the specific borrower may not exceed 5% of the net worth of the Company as shown in the most recent financial statement audited and certified or reviewed by the CPA.
(III) Funds lent by the Company to a subsidiary where the Company holds directly or indirectly 100% of the shares are not subject to the restrictions in the preceding two subparagraphs; nevertheless, they may not exceed 40% of the Company’s net worth.

Article 5: Lending of Funds

(I) Operating Procedure
For lending of funds or short-term financing, once reviewed by the responsible department of the Company, it is submitted to the Chairman for approval and brought forth to the Board of Directors for a final decision and then processed accordingly.
In order to sufficiently take into consideration opinions from each independent director, any opposing opinion or qualified opinion from each independent director shall be specified in the Board of Directors meeting minutes.
The lending of funds between the Company and its subsidiaries is subject to a final decision made by the Board of Directors and the Chairman may be authorized to release the funds at different time points at the limit determined by the Board of Directors within a period of one year to the same counterpart , or utilize the limit cyclically.
The so-called certain limit of funds in the preceding paragraph, besides meeting the requirements in Article 2 Paragraph 4, may not exceed 10% of the net worth of the Company or the subsidiary as said in the most recent financial statement.
The Finance Department shall keep records of funds lent for reference. Once lending of funds is finalized by the Board of Directors, the borrower and the value of the funds lent, date approved by the Board of Directors, date when the funds are released, and matters that shall be carefully evaluated according to the review procedure shall be carefully documented for future reference.
Internal auditors shall audit the Operating Procedure for Lending to Others and its implementation status on a quarterly basis and prepare written records. In cases of major violations discovered, a written report shall be prepared immediately and each supervisor shall be notified.
The Finance Department shall prepare a statement of funds lent or written off each month to facilitate control and tracking and organize the announcement and filing and shall evaluate and set aside adequate allowance for bad debts on a quarterly basis and disclose the funds lending information and provide related information of CPAs in the financial statements.
Should a borrower no longer fulfill the requirements herein or there be any excess over the lending limit due to unexpected changes of the situation, the Finance Department shall prepare a corrective

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plan and submit it to each supervisor and correction shall be completed as required by the plan.

  - (II) Review Procedure

     1. For funds to be lent by the Company, the borrowing company or trade name shall first enclose related financial data and specify the purpose of the borrowing and apply in writing.

     2. Once the application is accepted by the Company, the responsible unit shall investigate and evaluate the necessity and legitimacy of lending funds to others, whether the borrower has direct (indirect) business relationships with the Company, the financial outlook, solvency, and credit, profitability of the business run, and the purpose of borrowing and prepare related written reports and submit them to the Board of Directors to be reviewed after having considered the operational risk the total value of funds lent by the Company has on the Company and the impacts on the financial outlook and shareholder equity.

     3. While lending funds to others or in case of short-term financing, the Company shall obtain the secured promissory note showing the same amount and mortgage may be set for personal or real properties if necessary and shall evaluate whether the value of the collaterals is comparable to the balance of the funds lent on a quarterly basis and shall increase collaterals if necessary. For the guarantee of the creditor’s right in the preceding paragraph, if the debtor provides individuals or companies with comparable financial capacity and credit rating instead of collaterals, the Board of Directors may refer to the Review Report provided by the responsible department. When the guarantor is a company, attention shall be paid to whether provisions on guarantees are available in its Articles of Incorporation or not.

Article 6: Duration of Financing and Interest Calculation Method
Financing of the borrower with the Company is limited to one year. The interest calculated of funds lent by the Company may not be lower than the mean interest rate of short-term borrowings from financial institutions of the Company and the interest shall be applied on a monthly basis. Special circumstances, if any, shall be subject to approval by the Board of Directors. Adjustments may be made to reflect actual circumstances.
Article 7: Procedure for Subsequent Control over Lent Funds and Addressing Delinquent Creditor’s Rights
After each amount of funds is released, the Finance Department shall frequently pay attention to the financial outlook of the borrower and the guarantor, changes to the business operation and related credit ratings, and variance in the value of collaterals and keep written records of them. Major changes, if any, shall be reported to the General Manager and related responsible units right away so that they may be addressed as soon as possible.

Upon expiration or upon repayment before the expiration date, the payable interest shall be paid together with the principal before the promissory note may be returned to the borrower or be canceled.

Upon expiration, the borrower shall pay off the principal and the interest. If not, the Company shall unilaterally dispose of the provided collaterals or demand

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compensation from the guarantor according to law.

Article 8: Announcement and filing procedure

(I) Before the tenth day of each month, the Finance Department shall submit information about the balance of funds lent between the Company and its subsidiaries in the preceding month to the Accounting Department and announce or file the information along with the sales on a monthly basis by the specified deadline.
(II) Besides announcing and filing the balance of funds lent on a monthly basis, when one of the following criteria is fulfilled in the lending of funds, the Finance Department shall notify the Accounting Department with related materials enclosed and complete the announcement/filing within two days from the actual date of occurrence:
The balance of funds lent between the Company and its subsidiaries reaches at least 20% of the net worth of the Company as shown in the most recent financial statement when.
The balance of funds lent between the Company or any of its subsidiaries and a single corporation reaches at least 10% of the net worth of the Company as shown in the most recent financial statement.
The value of additional funds lent by the Company or its subsidiaries reaches NTD 10 million and above and 2% and above of the net worth of the Company as is shown in the most recent financial statement.
If a subsidiary of the Company is not a domestic public offering
company and has the matters described above in Paragraph III of the preceding paragraph that shall be announced and filed, the Company shall do it.
(III) The announcement and filing indicated herein refers to the input of information to the information declaration website designated by the FSC. The so-called “actual date of occurrence” herein is the date when a transaction contract is signed, the payment is made, the Board of Directors makes a decision, or it is sufficient to define the counterparty of funds lending and the value, whichever occurs first.

Article 9: Penalty

In the event that people involved in the processing of funds lent violate the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies promulgated by the Financial Supervisory Commission or this Procedure, depending on the circumstances and the losses borne by the Company, such violations will be referred to during the annual personal performance evaluation.

In the event that the Board of Directors or any director violates applicable requirements and the decision made through the shareholders’ meeting while fulfilling duties, the supervisor shall notify the Board of Directors or the director to stop such behavior as required by Article 218 of the Company Act.

Article 10:

(I) Subsidiary or parent company referred to herein shall be defined in accordance with the Regulations Governing Securities Issuers’ Financial Statements.

When the Company’s financial statements are prepared according to the

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International Financial Reporting Standards, the net worth referred to herein is the equity that belongs to the owner of the parent company on the Balance Sheet as required by the Regulations Governing Securities Issuers’ Financial Statements.

(II) The Operating Procedure for Lending to Others of the Company’s subsidiary, besides referring to that of the Company, shall be subject to prior approval by the Company before it may be enforced.
(III) Preparation of this Operating Procedure is subject to a final decision made by the Board of Director before it is submitted to each supervisor and brought forth during the shareholders’ meeting for approval and enforced. In case of any disagreement expressed by directors with records or written statements, the Company shall also submit such materials to each supervisor and bring them forth during the shareholders’ meeting to be discussed. The same applies upon revision.
When this Procedure is brought forth to the Board of Directors for discussion, opinions from respective independent directors shall be sufficiently considered. In case of any disagreement or qualified opinion from independent directors, it shall be stated so in the Board of Directors meeting minutes.

If the Company has already set up the Audit Committee, the preparation of or amendment to the Procedure shall be subject to approval by at least one-half of all members of the Audit Committee and a final decision made by the Board of Directors; the requirement in the preceding paragraph does not apply. Without the approval by at least one half of all members of the Audit Committee, it may be supported by at least two-thirds of all directors and the decision of the Audit Committee shall be specified in the meeting minutes of the Board of Directors.

“All members of the Audit Committee” and “all directors” indicated herein refer to those actually in service.
(IV) This Procedure was revised on June 14, 2019.

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Attachment 8

Mirle Automation Corporation Operating Procedure for Endorsement and Guarantee

(Before)

One. Purpose

This Operating Procedure is prepared pursuant to the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies of the Financial Supervisory Commission (the FSC).

The Company shall follow the requirements in this Operating Procedure when providing others with endorsements/guarantees.

Two. Scope of Application

Endorsement and guarantee herein includes:

Financing endorsement and guarantee:

I. Discounted note financing.
II. Endorsement or guarantee for the purpose of financing for other companies.
III. Separate issuance of notes to non-financial businesses as the collateral for the purpose of financing for the Company.

Tariff endorsements and guarantees, which are the endorsements and guarantees for the Company or other companies regarding tariff.

Other endorsements and guarantees, which are the endorsements or guarantees that cannot be included as part of the preceding two paragraphs. This Operating Procedure also be followed when the Company sets pledge or mortgage for the personal or real estate properties provided as the collateral for borrowings from other companies.

Three. Counterpart of Endorsement and Guarantee

The counterpart of endorsement/guarantee provided by the Company is limited to the following. The restrictions in the preceding two paragraphs, however, may be waived for inter-guarantee as required by contract among counterparts in the industry or joint builders to meet the needs of the undertaken project or the endorsement/guarantee provided by all sponsoring shareholders to the investee reflective of their shareholding ratio as a result of a shared investment relationship.

By “sponsoring” indicated in the preceding paragraph, it is the direct sponsorship by the Company or through companies in which the Company holds 100% of the shares with voting rights.

I. Company with business relationship.
II. A company in which the Company directly and indirectly holds over 50% of shares with voting rights.
III. A company that directly and indirectly holds over 50% of the Company’s shares with voting rights.
Endorsements and guarantees may take place between companies where the Company directly and indirectly holds at least 90% of the shares with voting rights and the value may not exceed 10% of the net worth of the Company. This is not applicable for endorsements and guarantees between companies that the Company directly and indirectly holds 100% of their shares with voting rights.

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Four. Limit of Endorsement and Guarantee

I. The total value of external endorsements and guarantees of the Company is limited at 50% of the net worth of the Company for the current term.
II. The value of endorsement/guarantee with a single business may not exceed 10% of the Company’s net worth for the current term and 50% of the endorsed/guaranteed company’s net worth for the current term if the endorsement/guarantee is provided as a result of a current business relationship or may not exceed 30% of the Company’s net worth for the current term if the endorsement/guarantee is provided because the business and the Company are in a parent–subsidiary relationship. The value of endorsement/guarantee to a single business provided by the Company as a result of a current business relationship is subject to the regulations in the preceding paragraph. In addition, the value of the endorsement/guarantee shall be comparable to the higher of purchases or sales between the Company and the said business over the most recent year or for the current year up to endorsement/guarantee.
III. The total value of endorsements and guarantees available from the Company and its subsidiaries combined may not exceed 50% of the net worth of the Company for the current term and those to a single business may not exceed 30% of the net worth for the current term.
IV. Before endorsement/guarantee takes place between a subsidiary that the Company directly and indirectly holds at least 90% of the shares with voting rights and a company that the subsidiary holds over 50% of the shares with voting rights, a final decision needs to be made by the Company’s Board of Directors.
V. If the counterpart of the endorsement/guarantee is a subsidiary with a net worth less than one-half of the paid-in capital size, the value of the guarantee may not exceed 50% of the subsidiary’s net worth. Should the counterpart of endorsement no longer fulfill the requirements herein or there be any excess over the value due to unexpected changes of the situation, a corrective plan shall be prepared and submitted to each supervisor in order to reinforce internal control of the Company. When the subsidiary’s shares do not have a denominated value or the denominated value is not NTD 10 per share, the paid-in capital size calculated as required shall be the sum of the share capital plus capital reserve-issuance premium.
Five. Endorsement/Guarantee Handling Procedure
I. While processing endorsements/guarantees, the Finance Department shall sequentially review each counterpart’s eligibility and limits to see if they meet the requirements herein and if the circumstances subject to announcement and filing are available according to the application received and shall submit it along with the review/evaluation results under VI of this Operating Procedure to the Chairman for approval before they are brought forth to the Board of Directors to be discussed and then the endorsement/guarantee may take place. If it is within the specified authorized limits, on the other hand, the Chairman shall approve it directly according to the credit rating and financial outlook of the counterpart and then bring it forth during the most recent Board of Directors meeting for follow-up approval.
II. The Finance Department shall keep records of endorsements/guarantees

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for reference. Once endorsements and guarantees are approved by the Board of Directors or by the Chairman, besides getting sealed according to the required procedure, the counterpart, value of endorsement and guarantee, the date it is approved by the Board of Directors or by the Chairman, the date of endorsement and guarantee, and matters to be carefully evaluated according to this Operating Procedure shall be registered in detail for future reference. Applicable notes and agreements, among other documents, shall be photocopied and retained properly, too.

III. Internal auditors shall audit the Operating Procedure for Endorsement and Guarantee and its implementation status on a quarterly basis and prepare written records. In cases of major violations discovered, each supervisor shall be notified immediately in writing.
IV. The Finance Department shall prepare a statement of guarantees made or written off each month to facilitate control and tracking and organize the announcement and filing and shall evaluate and recognize losses associated with endorsement/guarantee, if any, on a quarterly basis and disclose endorsement and guarantee information and provide related information of CPAs in financial statements.
V. If the counterpart of endorsement and guarantee that originally met the requirements herein was found later to be non-compliant or the value of endorsement/guarantee exceeds the defined limit due to the change in the basis for calculating the limit, the Finance Department shall prepare a corrective plan for the value of endorsement/guarantee or the excess to the counterpart and it shall be completely resolved within a given period once the plan is approved by the Chairman. Related corrective plans shall also be submitted to each supervisor.
VI. Before the endorsement/guarantee expires, the Finance Department shall spontaneously notify the guaranteed enterprise to recall the notes kept at the bank or the creditor institution and write off deeds related to the endorsement/guarantee.
VII. Evaluate or recognize losses associated with the
endorsement/guarantee, if any, and adequately disclose endorsement and guarantee information in the financial statement as well as provide the CPA with related materials for the latter to perform necessary audit procedures.

Six. Detailed Review Procedure

To apply for endorsement/guarantee, the applicant is to complete the “Endorsement/Guarantee Application Checklist” and the Finance Department is to review and evaluate the following matters and keep records of them:

I. Understand the relationship between the counterpart and the Company, the purpose of borrowing, correlation with the Company’s scope of operation or the significance of the counterpart’s business on the Company as well as the limit of endorsement and guarantee and current balance in order to evaluate the necessity and legitimacy.
II. Obtain related materials of the counterpart, such as the annual report and financial statements, analyze the operational, financial, and credit outlooks and the source of funds for the repayment of the counterpart in order to weigh risks that may occur.
III. Analyze the ratio of the Company’s current endorsement and guarantee balance to the Company’s net worth, the liquidity and cash flows, and

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review results of I and II in order to evaluate the operational risk and the impacts on the financial outlook and shareholder equity of the Company.
IV. Weigh whether or not to ask the counterpart to provide suitable collaterals according to the nature of guarantee and the credit rating of the counterpart and evaluation results of I through III and evaluate whether the value of the collaterals is comparable to the balance of endorsement/guarantee on a quarterly basis; the counterpart may be asked to increase collaterals if necessary.

Seven. Decision-making and Authorization Level

I. While processing endorsements/guarantees, the Company shall follow the requirements under V herein and approval shall be obtained from the Board of Directors before they may take place. For time efficiency, however, the Chairman may be authorized by the Board of Directors to make a decision if the total value is below NTD 30 million and bring it forth in the next Board of Directors’ meeting for follow-up approval.
II. In order to sufficiently take into consideration opinions from each independent director, any opposing opinion or qualified opinion from each independent director shall be specified in the Board of Directors meeting minutes.
III. While processing endorsements/guarantees, if it is required to exceed the limits established herein and the conditions herein are fulfilled, the Company shall seek approval by the Board of Directors and have named warranty for the possible losses resulting from the excess from a majority of the directors and this Procedure shall be amended and brought forth in the shareholders’ meeting for follow-up approval. When it is disapproved in the shareholders’ meeting, a plan shall be prepared to offset the excess within a certain period of time.

Eight. Retention of the Seal Stamp and Procedures

I. The Company shall have the Company seal registered with the Ministry of Economic Affairs as the exclusive seal for endorsements/guarantees. The said seal, once approved by the Board of Directors, is to be retained by someone designated by the Chairman and the retained seal shall be included as part of the items to be handed over.
II. Once endorsement/guarantee is finalized by the Board of Directors or approved by the Chairman, the Finance Department shall complete the “Seal Application Form” and have it along with documents to be sealed, such as approval records and the endorsement/guarantee contract or the promissory note, approved by the Head of Finance before they may be sealed.
III. While the seal manager affixes the seal, he/she shall verify if approval records are available, whether the “Seal Application Form” has been approved by the Head of Finance or not, and if the documents to be sealed match before affixing the seal. Once sealed, it shall be specified in the Seal Registry.
IV. To guarantee a foreign company, the Letter of Guarantee issued by the Company is to be signed by the Chairman or the President as authorized by the Board of Directors.
Nine. Announcement and Filing Procedure
I. Before the tenth day of each month, the Finance Department shall submit

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information about the balance of endorsement/guarantee between the Company and its subsidiaries in the preceding month to the Accounting Department and announce or file the information along with the sales on a monthly basis by the specified deadline.

II. Besides announcing and filing the balance of endorsement/guarantee on a monthly basis, when one of the following criteria is fulfilled in the value of endorsement/guarantee, the Finance Department shall notify the Accounting Department with related materials enclosed and complete the announcement/filing within two days from the actual date of occurrence:
(I) The total value available for endorsement/guarantee for the Company and its subsidiaries reaches at least 50% of the net worth of the Company as shown in the most recent financial statement.
(II) The amount available for endorsement and guarantee to a single business from the Company and its subsidiaries reaches at least 20% of the net worth of the Company as shown in the most recent financial statement.
(III) The balance available for endorsement and guarantee to a single business by the Company and its subsidiaries reaches NTD 10 million and the sum of endorsement and guarantee, the book value of investments adopting the equity method and the balance of funds available for lending reaches 30% and above of the net worth of the Company shown in the most recent financial statement.
(IV) The value of additional endorsements and guarantees of the Company or its subsidiaries reaches NTD 30 million and above and 5% and above of the net worth of the Company as is shown in the most recent financial statement.
If a subsidiary of the Company is not a domestic public offering
company and has the matters subject to announcement and filing under Subparagraph IV of the preceding paragraph, the Company shall do it.
III. The announcement and filing indicated herein refers to the input of information to the information declaration website designated by the FSC.

The so-called “actual date of occurrence” herein is the date when a transaction contract is signed, the payment is made, the Board of Directors makes a decision, or it is sufficient to define the counterpart of the endorsement and guarantee and the value, whichever occurs first.

Ten. Penalty

In the event that people involved in the processing of endorsements/guarantees violate the Regulations Governing Loaning Endorsement and guarantee Making of Endorsements/Guarantees by Public Companies promulgated by the Financial Supervisory Commission or this Procedure, depending on the circumstances and the losses borne by the Company, such violations will be referred to during the annual personal performance evaluation.

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Eleven. Miscellaneous

I. Subsidiary or parent company referred to herein shall be defined in accordance with the Regulations Governing Securities Issuers’ Financial Statements.
II. When the Company’s financial statements are prepared according to the International Financial Reporting Standards, the net worth referred to herein is the equity that belongs to the owner of the parent company on the Balance Sheet as required by the Regulations Governing Securities Issuers’ Financial Statements.
III. The Operating Procedure for External Endorsements and Guarantees of the Company’s subsidiary, besides referring to that of the Company, shall be subject to prior approval by the Company before it may be enforced. Preparation of this Operating Procedure is subject to a final decision made by the Board of Director before it is submitted to each supervisor and brought forth during the shareholders’ meeting for approval and enforced. In case of any disagreement expressed by directors with records or written statements, the Company shall also submit such materials to each supervisor and bring them forth during the shareholders’ meeting to be discussed. The same applies upon revision. When this Procedure is brought forth to the Board of Directors for discussion, opinions from respective independent directors shall be sufficiently considered. In case of any disagreement or qualified opinion from independent directors, it shall be stated so in the Board of Directors meeting minutes.
If the Company has already set up the Audit Committee, the preparation of or amendment to the Procedure shall be subject to approval by at least one-half of all members of the Audit Committee and a final decision made by the Board of Directors; the requirement in the preceding paragraph does not apply. Without the approval by at least one half of all members of the Audit Committee, it may be supported by at least two-thirds of all directors and the decision of the Audit Committee shall be specified in the meeting minutes of the Board of Directors.

“All members of the Audit Committee” and “all directors” indicated herein refer to those actually in service.

IV. This Procedure was revised on June 14, 2019.

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AI assistant

Mirle — AGM Information 2022

52102_rns_2022-06-16_f3f301b7-fbac-4fc0-9fd0-39e472abd201.pdf

Mirle Automation Corporation

2022 General Shareholders’ Meeting Handbook

Table of Contents

Mirle Automation Corporation

III. Reporting Items

IX. Adjournment

Mirle Automation Corporation

2022 General Shareholders’ Meeting Agenda

One. Meeting Called to Order

Two. Chairman’s Address

Three. Reporting Items

Four. Proposals

Five. Discussions

Reporting Items

Proposals

Discussions

Elections

Election outcome:

Other Proposals

Motions

Adjournment

2021 Business Report

Ladies and Gentlemen, how are you?

the Annual Report was printed (acquired patents):

Supervisor’s Audit Report

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (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, 2021 AND 2020 (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, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

MIRLE AUTOMATION CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (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

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (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, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

MIRLE AUTOMATION CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(In Thousands of New Taiwan Dollars)

Mirle Automation Corporation Distribution Table of 2021 Earnings

Mirle Automation Corporation

Comparison Table of Revisions Made to the Articles of Incorporation

Mirle Automation Corporation

Comparison Table of Revisions Made to the Procedure for the Acquisition or Disposition of Assets

Mirle Automation Corporation

Comparison Table of Revisions Made to the Operating Procedure for Lendin to Others g

Mirle Automation Corporation

Comparison Table of Revisions Made to the Operating Procedure for Endorsement and Guarantee

Mirle Automation Corporation

Comparison Table of Revisions Made to the Board Directors and Supervisors Election Regulations

Mirle Automation Corporation

List of Director (Independent Director) Candidates

Mirle AGM Information 2022