MTI — AGM Information 2021

Sep 1, 2021

Code: 2314

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Microelectronics Technology Inc.

2021 Annual Shareholders’ Meeting Handbook

(Translation)

June 16, 2021

Disclaimer: This is translation of the handbook for the annual shareholders’ meeting of MTI and is intended solely for reference. MTI hereby disclaims any and all liabilities whatsoever for the translation. In event of discrepancies, the Chinese version shall prevail .

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Table of Contents

1. Meeting Procedure & Agenda (1) Report Items……………………………………………………………………………….4 (2) Acknowledgements………………………………………………………………………..5 (3) Proposed Resolutions……………………………………………………………………...6 (4) Directors Election………………………………………………………………………….6 (5) Special Motions……………………………………………………………………………6 2. Attachment (1) The 2020 Business Report………………………………………………………………...8 (2) The 2020 Audit Committee’s Review Report……………………………………………11 (3) Independent Audits’ Report and 2020 Consolidated Financial Reports………………....12 (4) Independent Audits’ Report and 2020 Parent Company Only Financial Reports..………24 (5) Comparison Table for the “Measures of the Election of Directors” Before and After Revision……………………………………………………………….………………….36 (6) The List of Independent Director Candidates…………………………………………….38 3. Appendix (1) Rules of Procedure of Shareholders Meetings……….…………………………………...40 (2) The Articles of Incorporation……………………………………………………………..43 (3) Measures of the Election of Directors………………………………………………….…49 (4) Shareholdings of All Directors……………………………………………………………51

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Microelectronics Technology Inc.

2021 Annual Shareholders’ Meeting Agenda

Time: 9:00 a.m., June 16, 2021 (Wednesday)

Place: No. 1 Innovation Road II, Hsinchu Science Park, Hsinchu

1. Call meeting to order

2. Opening address by the Chairman

3. Report Items

• (1) The 2020 business report

• (2) The 2020 Audit Committee's review report

4. Acknowledgements

• (1) The 2020 business report and financial statements

• (2)The proposal of the 2020 covering of losses

5. Proposed Resolutions

• (1) The amendments of “Measures of the Election of Directors”

Voting by Poll

6. Directors Election

• (1) An independent director by-election of the Company

Voting by Poll

1. Special Motions

2. Meeting Adjourned

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Report Items

Subject 1: The 2020 business report

Explanation: The 2020 business report is attached on page 8~10, Attachment 1.

Subject 2: The 2020 Audit Committee's review report

Explanation: The 2020 Audit Committee’s review report is attached on page 11, Attachment 2.

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Acknowledgements

Subject 1: The 2020 business report and financial statements (Proposed by the Board of Directors)

Explanation: (1) MTI’s 2020 financial statements, including the balance sheets, statements of comprehensive income, statements of changes in equity, and statements of cash flows, were audited by the certificated public accountants, Ms. Amenda Lin and Mr. Daniel Lee, of PwC.

• (2) The 2020 business report, auditors’ report and the aforementioned financial statements are attached on to page 8~10 and 12~35, Attachment 1 and 3&4.

Resolution:

Subject 2: The proposal of the 2020 covering of losses (Proposed by the Board of Directors)

Explanation: (1) MTI’s net loss after tax for the 2020 fiscal year was NT$95,414,779. The 2020 losses covering was provided as below:

losses covering was provided as below:
	Unit: NTD
Item	Amount
Unappropriated retained earnings ofpreviousyears	2,413,197
Less: Net loss of 2020 : Re-measurement of defined benefit obligation	(95,414,779) (24,334,607)
Deficityet to be compensated,end ofperiod	(117,336,189)

• (2) The subject has been approved by the BoD on March 17, 2021.

Resolution:

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Proposed Resolutions

Subject 1: The amendments of the “Measures of the Election of Directors” (Proposed by the

Board of Directors)

• Explanation: (1) In accordance with related 2020 FSC &SEC regulation and law amendments, MTI herewith amends the “Measure of the Election of Directors“.

• (2) The comparison table for the "Measures of the Election of Directors" before and after revision is attached on page 36~37, Attachment 5.

Resolution:

Directors Election

Subject 1: Elect a new independent directors of the Company (Proposed by the Board of Directors)

• Explanation: (1) Due to the passing of our independent director, Dr. Chung Laung Liu, during his term of office, a new independent director shall be elected in the 2021 Annual Shareholders’ Meeting. According to MTI’s Article of Incorporation, a candidate nomination system shall be adopted, and the shareholders shall elect an independent director from among those listed in the slate of the independent director candidate.

• (2) The new independent director will be on board after being elected, and the tenure of newly elected independent director is from June 16, 2021 to June 18, 2022.

• (3) The list of independent director candidates is attached on page 38, Attachment 6.

• Election Result:

Special Motions

Meeting Adjourned

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Attachment

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Attachment 1

Microelectronics Technology Inc.

2020 Business Report

Dear Shareholders:

Year 2020 has been a historic year for the world. With unexpected outbreak of COVID-19 spreading all over the world, governments were forced to adopt large-scale country-wide and city-wide lockdowns. Global economic activities came to a virtual standstill. Government policies wavered between epidemic prevention versus economic development. Growth rate of major economies dipped into negatives. European and American unemployment rates worsened. Under these unfavorable factors, our company's 2020 consolidated revenue was NT$ 3.95 billion, down about 32% from that of last year. Based on persistent investment on R&D technology and development of new markets, gross profit margin increased from 3% to 19%. However due to lower economies of scale impact, the annual consolidated net loss after tax was NT$ 95 million, equivalent to a net loss of NT$0.42 per share.

Based on historical experience, destructive events often bring innovative business opportunities. Lockdowns stagnate economic activities and impact production and sales. However at the same time, there is evidence of growing demand for telecommunication such as work from home and distance learning types of applications. New working habits and lifestyles, along with the coming of the 5G generation, will bring positive growth momentum to the industry.

Grasping Trends

Looking back to 2020, the whole world was affected by the pandemic and implemented different levels of lock-down measures. Even though home TV viewership time increased significantly, the lockdowns and quarantine severely decreased new satellite TV installations. In addition, streaming services propelled changes in people’s viewing habits, further impacting our company’s satellite TV LNB’s sales growth. With these upcoming trend changes and in addition to the ongoing worldwide 5G service activations, O-RAN and LEO will be another fast growing new product markets.

5G coupled with satellite communication is regarded as the best solution for areas with insufficient mobile communications coverage. Moreover, Low-Earth-Orbit (LEO) Satellites’ competitive launch costs, lower transmission power consumption and low latency advantages are optimal solutions, thus

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market leaders actively invest in these fields. Our company has invested in the satellite field for a long time and in recent years pro-actively engaged in LEO user terminal technology and customer development. At the same time, we have partnered with market-leading satellite operators that are actively deploying satellites into the space. We expect completion of large scale system verification (field tests) by end of the year, and will focus to ensure success of this important business opportunity.

Pursuing Growth

Our company offers professional design and contract manufacturing (ODM/OEM) experience in both Taiwan and China (Wuxi) with capability to assist various customers’ requirements for rapid transition to mass production. Our US and Denmark R&D teams have demonstrated great innovation through the completion of our new generation 4G LTE/5G NR wireless access network technology and also by utilizing our core RF technology to develop a 3GPP and O-RAN Alliance requirements-compliant low-cost and low-energy RU base station equipment (Radio Unit). Currently, we have successfully developed multiple sets of high-power base station equipment and completed interoperability tests with several worldwide renowned O-RAN software program operators. In addition, we are undergoing local field trials in India, Southeast Asia, Europe and the United States.

Our Company has been a member of the Open Wireless Access Network Alliance (Open RAN Alliance) since 2019 and participated in the Evenstar Program, part of the Telecom Infra Project (TIP) initiated by Facebook, obtaining End-to-End System verification approval. As a result, in 2020 we received purchase orders from a leading US telecommunications operator for delivery of 4G and 5G Open RAN network equipment in 2021 to support 5G networking across the United States.

Besides the above mentioned O-RAN product development positive results, low-earth-orbit satellite user terminal equipment product development is currently one of the company’s key areas of investment. For current low-earth-orbit satellites, ground user terminals need to align and synchronize with fast moving low-orbit satellites to avoid signal interruption. The challenge is to achieve the same performance while significantly decreasing costs. Based on our company's decades of technical experience in the satellite field and outstanding R&D team, we have secured strategic technical collaboration with main operators in Europe and the United States. At the present, we have completed LEO transceivers and antenna modules customer verification and have started production. Moreover, we have successfully crossed over to other related satellite user terminals fields for trial production. This will be another future growth driver for our company.

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Building up Advantages

Continuous R&D investment has been the company's long-standing strategy and core strength. In 2020, we were awarded three US patents, including new technologies applicable on satellite communications and RF emitters type of products. In addition, we are actively investing in low-earth-orbit satellite communication user terminal equipment technology, which has been further propelled through last year’s special funding from Taiwan’s Ministry of Economic Affairs’ “Taiwan Industry Innovation Platform Program".

In response to the increased tariff costs resulted from the Sino-US Trade War, our company has strategically maintained manufacturing of high-level products in Taiwan to create skilled labor employment opportunities. At the same time we are continuing to invest in production automation and digital transformation to improve production efficiency, reduce production costs, and provide customers with better quality products.

Prospect

Looking forward to 2021, as the vaccines continue to roll out and the pandemic is gradually controlled, we expect economic activities to recover. We will not only leverage people’s lifestyle changes into higher dependency of telecommunications, but also closely monitor worldwide ever changing conditions that might adversely impact our business. Meanwhile, we will maintain an extremely cautious attitude to facing various challenges by focusing on core competency, continue R&D investment and increasing production efficiency to secure the promising upcoming O-RAN and LEO business opportunities. We look forward to bringing the shareholders even more value. Once again, we would like to express our sincere gratitude to all our shareholders’ continued support and encouragement amid this extremely challenging period. Thank you all!

Wishing you all health and prosperity!

Chairman Allen Yen

General Manager Eugene Wu Accounting Officer Sean Yu

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Attachment 2

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2020 Business Report, Financial Statements, and proposal for the losses covering. The CPAs, Amenda Lin and Daniel Lee of PricewaterhouseCoopers have audited the Financial Statements and issued an audit report. The Business Report, Financial Satements, and losses covering proposal have been reviewed by the Audit Committee and no irregularities were found. We hereby report as above according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. We hereby submit this report.

To Microelectronics Technology Inc. 2021 Annual Shareholder’s Meeting

Microelectronics Technology Inc.

Chairman of Audit Committee: Yun Lin

March 17, 2021

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Attachment 3

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of MICROELECTRONICS TECHNOLOGY, INC.

Opinion

We have audited the accompanying consolidated balance sheets of Microelectronics Technology Inc. and subsidiaries (the “Group”) as at December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, of changes in equity and of 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 at December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards 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.

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Key audit matters

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

Key audit matters for the Group’s 2020 consolidated financial statements are stated as follows:

Intangible assets - assessment of goodwill impairment

Description

As of December 31, 2020, goodwill amounted to NT$ 267,231 thousand. For information on evaluation of goodwill impairment, please refer to Note 6(10), impairment of non-financial assets. The Group estimates recoverable amount utilizing the future cash flows of goodwill’s cash generating unit and appropriate discount rates in order to determine whether goodwill is impaired. The estimation of future cash flows involves various assumptions, which may have significant effects on the estimation of recoverable amount. Thus, it has been identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

• 1.Interviewed with management in order to obtain an understanding of the procedures in relation to identifying cash-generating units and estimating the future cash flows. Compared the financial forecast for the year ended December 31, 2021 with the budget approved by the Board of Directors to ensure they are consistent.

• 2.Interviewed with management in order to obtain an understanding of development plans and schedules of the projects.

• 3.Assessed the key assumption that management used to estimate future cash flows, including operating revenue growth rate and gross margin, and evaluated the parameters used in determining the discount rate, including the risk-free rate of return that was used to calculate cost of equity, industry’s risk coefficient and long-term market return.

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Allowance for inventory valuation losses

Description

Please refer to Note 6(6) for the details of inventories. As of December 31, 2020, the balances of inventories and allowance for inventory valuation losses amounted to NT$1,125,802 thousand and NT$117,611 thousand, respectively. Since inventory is material to the financial statements and the determination of net realisable value of the obsolete inventory usually involves management’s subjective judgement, therefore, we determined valuation of inventories that are over a certain age and individually identified as obsolete or slow-moving as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

• 1.Obtained an understanding of management policies on obsolete or slow-moving inventories, and verified the reasonableness of determining the obsolescence of inventory.

• 2.Tested the movements of inventories, and sampled individual inventory item numbers to check whether the classification of inventory aging is correct.

• 3.For obsolete or slow-moving inventories, sampled individual inventory item numbers to check progress of inventory clearance and evaluated the reasonableness of determining the allowance for inventory valuation losses

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of Microelectronics Technology Inc. as at and for the years ended December 31, 2020 and 2019.

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 the International Financial Reporting Standards, International Accounting

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Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, 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 audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards 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.

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

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

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override of internal control.

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

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

• 4.Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

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

• 6.Obtain sufficient appropriate audit evidence regarding the financial information of the 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.

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.

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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 of the current year 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.

Lin, Yu-Kuan

Li, Tien-Yi

For and on behalf of PricewaterhouseCoopers, Taiwan March 17, 2021

---

The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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(Continued)

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Attachment 4

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Microelectronics Technology, Inc.

Opinion

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

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2020 and 2019, 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 generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the parent company only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants in 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 Company’s 2020 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

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Key audit matters for the Company’s 2020 parent company only financial statements are stated as follows:

Intangible assets - assessment of goodwill impairment

Description

As of December 31, 2020, goodwill amounted to NT$ 267,231 thousand, comprising $143,637 thousand for goodwill of the Company and $123,594 thousand derived from the investment of subsidiaries which was included in the carrying amount of investment accounted for under equity method presented on the parent company only financial statements. For information on evaluation of goodwill impairment, please refer to Note 6(10), impairment of non-financial assets. The Company estimates recoverable amount utilizing the future cash flows of goodwill’s cash generating unit and appropriate discount rates in order to determine whether goodwill is impaired. The estimation of future cash flows involves various assumptions, which may have significant effects on the estimation of recoverable amount. Thus, it has been identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

1. Interviewed with management in order to obtain an understanding of the procedures in relation to identifying cash-generating units and estimating the future cash flows. Compared the financial forecast for the year ended December 31, 2021 with the budget approved by the Board of Directors to ensure they are consistent.

2. 2.Interviewed with management in order to obtain an understanding of development plans and schedules of the projects.

3. Assessed the key assumption that management used to estimate future cash flows, including operating revenue growth rate and gross margin, and evaluated the parameters used in determining the discount rate, including the risk-free rate of return that was used to calculate cost of equity, industry’s risk coefficient and long-term market return.

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Allowance for inventory valuation losses

Description

Please refer to Note 6(5) for the details of inventories. As of December 31, 2020, the balances of inventories and allowance for inventory valuation losses amounted to NT$843,258 thousand and NT$33,392 thousand, respectively. Since inventory is material to the financial statements and the determination of net realisable value of the obsolete inventory usually involves management’s subjective judgement, therefore, we determined valuation of inventories that are over a certain age and individually identified as obsolete or slow-moving as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

• 1.Obtained an understanding of management policies on obsolete or slow-moving inventories, and verified the reasonableness of determining the obsolescence of inventory.

• 2.Tested the movements of inventories, and sampled individual inventory item numbers to check whether the classification of inventory aging is correct.

• 3.For obsolete or slow-moving inventories, sampled individual inventory item numbers to check progress of inventory clearance and evaluated the reasonableness of determining the allowance for inventory valuation losses

Responsibilities of management and those charged with governance for the parent company only financial statements

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

In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to

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liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditors’ responsibilities for the audit of the parent company only financial statements

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

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

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

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

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

• 4.Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events

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• 4.or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

• 6.Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

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.

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

Lin, Yu-Kuan

[Li, Tien-Yi ]

For and on behalf of PricewaterhouseCoopers, Taiwan March 17, 2021

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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Attachment 5

Comparison table for the “Measures of the Election of Directors” Before and After Revision

	Amendment	Original Contents
	Article 6 A person with the right to conveneshall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.	Article 6 The board of directors shall prepare ballots for director election, and ballots shall be in numbering and marked with the voting rights.
	Article 7 At the beginning of the election, the chair shall appoint personswith shareholder statusto check and record the ballots, and to handle the supervision and ticketing matters.	Article 7 At the beginning of the election, the chair shall appoint persons to check and record the ballots, and to handle the supervision and ticketing matters
	Article 8 The ballot boxes shall be prepared bythe authorized conveners of the shareholders meetingand publicly checked by the vote monitoring personnel before voting commences.	Article 8 The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
	Article 9 Delete	Article 9 A voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot, and then put into the ballot box. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or

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	juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.
Article 9 A ballot is invalid under any of the following circumstances: 1. The ballot was not prepared by a person with the right to convene. 2. A blank ballot is placed in the ballot box. 3. The writing is unclear and indecipherable or has been altered. 4. The candidate whose name is entered in the ballot does not conform to the director candidate list. 5.Other words or marks are entered in addition to the number of voting rights allotted.	Article 10 A ballot is invalid under any of the following circumstances: 1. The ballot was not prepared by the board of directors. 2. A blank ballot is placed in the ballot box. 3. The writing is unclear and indecipherable or has been altered. 4. The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match. 5. Other words or marks are entered in addition to the candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted. 6. The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such individual.
Article 10 The ticket is monitored by the inspector. The results of the election should be announced by the chair at the meeting. The board of directors of the Company shall issue notifications to the persons elected as directors.	Article 11 The ticket is monitored by the inspector. The results of the election should be announced by the chair at the meeting. The board of directors of the Company shall issue notifications to the persons elected as directors.
Article 11 These Procedures and any amendments thereof shall be implemented after approval at the shareholders’ meeting.	Article 12 These Procedures and any amendments thereof shall be implemented after approval at the shareholders’ meeting.
Article 12 Provisions of the Company Act shall be referred to for matters not provided for in the Article of Incorporation.	Article 13 Provisions of the Company Act shall be referred to for matters not provided for in the Article of Incorporation.

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Attachment 6

The List of the Independent Director Candidate

The List of the Independent Director Candidate

Name	Education	Major Previous Positions and Current Positions	Number of Shares
Mr. Jong Wang	NCTU Executive Master of Business Administration Master of Law, Soochow University	Vice President and Chief Legal Officer, Polytronics Technology Corp. (2012~ now) Partner, LEE and LI Attorneys-At-Law (2000 ~ 2012) Lawyer, LEE and LI Attorneys-At-Law (1985 ~ 1999)	0

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Appendix

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Appendix 1

Rules of Procedure for Shareholders Meetings

Article 1

The rules of procedure for the Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 2

“Shareholders” in these Rules means shareholders and their proxies.

Article 3

Shareholders attending the Meeting shall submit the attendance card for the purpose of signing in. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

Article 4

Attendance and voting at shareholders meetings shall be calculated based on numbers of shares.

Article 5

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

Article 6

The process of the Meeting shall be tape-recorded or videotaped and these tapes shall be preserved for at least one year.

Article 7

The chair shall call the meeting to order if the attending shareholders exceed the majority of the total number of issued shares. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements. If the quorum is not met after two postponements, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting.

Article 8

If the shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of

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the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

After the meeting, the shareholders may not elect another chair to continue the meeting at the original site or another place.

Article 9

During the Meeting, the chairman may, at his discretion, set time for intermission.

Article 10

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

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

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

Article 11

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes.

If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When a shareholder defies the chair's correction, the Rules are adopted pursuant to Article 18, paragraph 2.

Article 12

The chairman may announce to end the discussion of any resolution and go into voting if the Chairman deems it appropriate.

Article 13

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, if the chair has consulted the no-objection, it shall be deemed to have passed, and its validity shall be the same as the voting. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act. Resolution of the shareholders' meeting, the number of shares of non-voting shareholders, not counting the total number of issued shares.

If the shareholders are unable to attend the shareholders' meeting for any reason, they will be issued a power of attorney issued by the company, stating the scope of the authorization. In accordance with the company law and the public offering company's attendance at the shareholders' meeting using the rules of the power of attorney, the agent is entrusted to attend the shareholders' meeting. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

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A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting.

If the duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Other matters related to the agency shall be handled in accordance with the regulations of the competent authority.

Article 14

When a legal person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

When a legal person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

Article 15

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

Article 16

The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the chairman. The person(s) checking the ballots shall be a shareholder(s). The result of voting shall be announced at the Meeting and placed on record.

Article 17

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

Article 18

The chairman may conduct the disciplinary officers or the security guard to assist in keeping order of the Meeting place.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 19

The matters not specified in these Rules shall be handled in accordance with the provisions of the Company Law and relevant laws and regulations and the articles of association of the Company.

Article 20

These Rules and any amendments hereto, shall be implemented after adoption by shareholders meetings.

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Appendix 2

Article of Incorporation

Chapter I - General Provisions

Article 1

The Corporation is incorporated under the Company Act of the Republic of China, and its name is 台揚科技股份有限公司 in Chinese language, and Microelectronics Technology Inc. in English language.

Article 2

The business scope of the Corporation is as stated below:

1. CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing

2. CC01070 Telecommunication Equipment and Apparatus Manufacturing

3. CC01080 Electronic Parts and Components Manufacturing

4. CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing

5. CC01990 Electrical Machinery, Supplies Manufacturing

6. E701010 Telecommunications Construction

7. E701020 Channel KU and C of Satellite TV Equipments and Materials Construction

8. E701030 Restrained Telecom Radio Frequency Equipments and Materials Construction

9. EZ99990 Other Construction

10. 10.F401010 International Trade

11. 11.F401021 Restrained Telecom Radio Frequency Equipments and Materials Import

12. 12.Product Designing

13. (a) To conduct research, development, design, production, manufacturing, and sales of the following items:

14. Personal communication device components, subsystems and systems

15. Wireless microwave communication systems equipment, electronic components, electronic systems and etc.

16. (b) Manufacture for foreign and Taiwan domestic markets:

17. Substrate and capacitors used in microwave integrated circuit.

18. High frequency microwave and millimeter wave components

19. Microwave and millimeter wave subsystem and system

20. Integrated imported and self-made microwave and optic electronic components into subsystem and system

21. (c) Manufacture and sale of direct broadcasting satellite receiver equipment for foreign and domestic market

22. (d) Custom design and manufacture the above-mentioned products according to customers' specifications

23. (e) Provide inspection, repair and maintenance, tooling, and installation services for the above-mentioned products

24. (f) Import/Export for the above-mentioned business

Article 2-1

When being the limited liability shareholder of other companies, the total amount of the Corporation's investment is exempted from the restriction of not more than forty percent of the Corporation's paid-up capital as provided in Article 13 of the Company Act, but subject to total

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shareholders’ equity of the Corporation.

Article 3

The Corporation shall have its head office in Science Park, Hsin Chu, Taiwan, Republic of China, and shall be free, upon approval of Board of Directors and government authorities in charge, to set up representative and branch offices at various locations within and without the territory of the Republic of China, wherever and whenever the Corporation deems it necessary or advisable to carry out any or all of its activities.

Article 4

Public announcements of the Corporation shall be made in accordance with Article 28 of the Company Act of the Republic of China.

Chapter II - Capital Stock

Article 5

The total authorized capital stock of the Corporation is in the amount of 7,000,000,000 New Taiwan Dollars, divided into 700,000,000 shares, at ten New Taiwan Dollars each, and may be paid-up in installments and in form of preferred stock subject to Board of Directors’ approval. A total of 50,000,000 shares among the above total capital stock should be reserved for issuing stock options, corporate bonds with warrants and preferred shares with warrants.

Article 5-1

The rights, obligations and other important conditions regarding the first name-bearing preferred shares of the Corporation are as the followings:

• (1) At the end of each fiscal year, after the Corporation has provided for taxes, made up the prior years' losses, set aside legal reserve, special capital reserve, and dividends of preferred shares should be paid in first priority.

• (2) The dividends ratio of the preferred shares is 3% per year. Calculated based on the issuing price and are payable in cash annually. The Board of directors will resolve a record date after Shareholders’ meeting to effect the dividends payment. The preferred shares are not entitled to dividends when transferring to common shares but are entitled to dividend of common shares at that year.

• (3) If the profit of the Corporation is not enough for dividends distribution to preferred shares, it will be paid in future year in the first priority. But after transferring to common shares, all accumulated dividends will not be distributable.

• (4) The preferred stocks can participate in the common share stock dividend distribution.

• (5) If the Corporation distributes its legal reserve and the capital reserve of special shares by issuing new shares or by cash dividend, the preferred stock can’t join the earning distribution.

• (6) When the Corporation issues new shares in cash, the shareholders of the preferred stocks shall have the same preemptive rights with respect to the new shares as those of the shareholders of the common shares.

• (7) Limited by the issuing total amount, preferred stocks has priority to get the residual assets of the Corporation when liquidation.

• (8) Shareholders of preferred stocks have voting right, elect right and the right be the candidate for the directorship in annual shareholders’ meeting.

• (9) The preferred stock can only be transferred to common shares after three years of issuance and the exchange rate is one on one. After transfer, the right and obligation is the same as other common shares.

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Article 5-2

The Corporation may issue treasury stock to employees of the affiliated companies meeting certain qualifications.

The Corporation may issue share subscription warrant or restricted stock awards to employees of the affiliated companies meeting certain qualifications.

The Corporation may issue the new shares to employees of the affiliated companies meeting certain qualifications.

Article 6

The share certificates of the Corporation shall all be name-bearing share certificates with signatures of the director representing the Corporation, and issued in accordance with the Company Act and relevant rules and regulations of the Republic of China.

Subject to the Company Act or other related regulations, the stock certificates of the Corporation may be made without physical certificates. However, the stock of the Corporation shall be registered with the securities centralized depositary institution.

Article 7

Registration for transfer of shares shall be suspended for sixty (60) days immediately before the date of regular meeting of shareholders, and thirty (30) days immediately before the date of any special meeting of shareholders, or five (5) days before the day on which dividend, bonus, or any other benefit are scheduled to be paid by the Corporation.

Article 8

Prior to the transfer of Corporation shares, an application for transfer of share certificates with the seals of both transferor and transferee, shall be filed with the Corporation or the agent of the Corporation jointly by the transferors and the transferee. Before the transfer is duly made, the share certificates are deemed as belonging to the original shareholder. Application for mortgage or discharge of mortgage of share certificates with the seals of mortgager and mortgagee shall be filled with the Corporation or its agent of the Corporation jointly by the mortgager and the mortgagee. Before the mortgage is duly registered with the Corporation or its agent, the mortgager cannot defend himself against the Corporation.

Article 9

The Corporation shall handle its share-related issues in accordance with relevant rules and regulations of the Republic of China.

Section III – Shareholders’ Meeting

Article 10

Shareholders' meetings of the Corporation are of two types, namely: (1) regular meetings and (2) special meetings. Except special reasons ruled by the Company Act, shareholders’ meetings shall be convened, by the Board of Directors, within six (6) months after the close of each fiscal year. However, the special case authorized by government administrator is not subject to this rule.

Article 11

If a shareholder is unable to attend a meeting, he/she may appoint a representative to attend it and exercise on his/her behalf the rights at the meeting with the proxies printed by the Corporation. Excluding the trust enterprise and agents for stock affairs authorized by the government, if a

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shareholder is on behalf of more than two persons to exercise their rights simultaneously, proxies over 3% of total voting rights can not be counted.

The proxies should be delivered to the Corporation no later than five days before the Shareholders’ meeting date.

If there is double submission of proxies, the Corporation will accept the first one unless the revoking claim of the one is made.

The Corporation shall handle its proxies in accordance with relevant rules and regulations of the Republic of China.

Article 12

Each share of stock is entitled to one vote, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

Article 13

Resolutions at a shareholders' meeting shall, unless otherwise provide for by the Company Act, be adopted by a majority vote of the shareholders present, who must represent more than one half of the total number of voting shares. Shareholders may vote via an electronic voting system, and those who do so shall be deemed to as attending the shareholders' meeting in person; electronic voting shall be conducted in according with the relevant laws and regulations.

Article 14

The shareholders' meeting of the Corporation shall be presided over by the chairman of the board of directors. In case the chairman is to be absent or cannot exercise his powers for any cause whatsoever, he may designate one of directors to act on his behalf. In the absence designation, the directors shall elect one from among themselves.

If the shareholders’ Meeting is called by other legal person(s), (s)he should be presided. If there are several legal persons, they shall elect one from among themselves.

Article 15

The resolutions of a shareholders’ meeting shall be recorded in the minutes, recording 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, and such minutes shall be signed by or sealed with the chop of the chairman. The minutes shall be distributed to all shareholders of the Corporation within twenty (20) days after the close of the meeting.

The distribution of the minutes of shareholders' meeting as required in Paragraph One of this Article may be effected by means of a public notice.

Chapter IV – Directors and the Audit Committee

Article 16

The Corporation shall have 7~9 directors. The term of office of directors is three years, after which they will be eligible for reelection. When one-third of the directors have vacated their offices, a special shareholders’ meeting shall be convened by the Board of Directors within sixty days to elect new directors to fill the vacancies. The term of office of the newly elected director shall be the same as the remaining term of the predecessor. The share holdings of all directors shall be no less than the regulation from the government authorities.

No less than 3 and one-fifth of the directors of the Corporation shall be independent director. The election of director shall be conducted in accordance with a candidate nomination system, and

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that the shareholders shall elect director from among those listed in the slate of independent director candidates. The method for the accepting nomination in connection with the director shall comply with the relevant provisions under the Company Act and Securities Exchange Act. The Corporation shall form the Audit Committee, which is composed of all independent directors.

The Corporation will authorize Board of directors to buy Directors and Officers insurance during the term of office of directors. The Board of directors is authorized to determine the compensation for the directors, aligned with the standards of the industry within the R.O. C and overseas.

Article 17

The Board of directors shall be formed by directors. The directors shall elect from among themselves the Chairman of the Board of directors by a majority of votes cast by the directors present at the meeting attended by at least two-thirds of the directors. The chairman of the board of directors shall represent the Corporation.

Such method may apply to the election of vice-Chairman, who will assist Chairman in all aspects.

Article 18

The meeting of the board of directors shall be called by its chairman. The chairman of the board of directors shall preside at the meeting. In case the chairman is to be absent or cannot exercise his powers for any cause whatsoever, he may designate one of the directors to act on his behalf. In the absence of such a designation, the directors shall elect one form among themselves. The notice set forth in the preceding Paragraph may be affected by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof.

Article 19

Unless otherwise provided by the Company Act and this Articles of Incorporation, the resolutions of board of directors shall be adopt by a majority vote at a meeting attended by at least one half of the directors. A director may designate another director to act as his proxy in case he cannot attend the meeting.

Minutes of the meeting of the board of directors shall be taken.

Article 20

The function of the board of directors shall be in accordance with the provision as described in the laws and regulations.

Article 21

The functions of the Audit Committee shall be in accordance with the provision as described in the laws and regulations.

Chapter V - Managers

Article 22

The Corporation shall have one president and one or more vice presidents or mangers, whose appointment, dismissal or remuneration shall be proposed by the chairman of the board of directors and consented by a majority vote of the directors.

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Chapter VI - Accounting

Article 23

The fiscal year of the Corporation begins on January 1 and ended on December 31. At the end of each fiscal year, the following statements shall be prepared by the board of directors, and submitted (a) Business report (b) Financial statements (c) Proposals of profit distribution or losses covering to the regular shareholders' meeting for approval.

Article 24

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

Article 25

At the end of each fiscal year, the Corporation shall first set aside a reserve to cover accumulated losses if any; then set aside no less than 7% of its pre-tax profits as remuneration to employees, and no more than 1% as remuneration to directors. By a resolution of the Board of Directors, employee remuneration may be distributed in the form of shares or in cash. Employees entitled to receive shares or cash may include employees from affiliated companies who meet certain qualification. A remuneration proposal of employees or/and directors and supervisors should be reported at the shareholders’ meeting.

When allocating the net profits for each fiscal year, the Corporation shall first offset its accumulated losses and set aside a legal capital reserve at 10% of the profits left over, until the accumulated legal capital reserve equals the total paid-in capital of the Corporation; then set aside special capital reserve in accordance with relevant laws or regulations, and dividends of preferred shares. The remaining net profits and the retained earnings from previous years shall be distributed to shareholders according to the proposal made by the Board of Directors and passed to the shareholders’ meeting for approval.

Article 25-1

The Corporation is currently at a steady growth stage. With the consideration of industry and corporation’s external environment, the future capital expenditure and working capital needs, enterprise development, cash dividend shall be the priority, stock dividend as supplementary. The amount of dividends distributed to shareholders shall be no less than 30% of distributable earnings for the year. The Corporation may pay dividend or not, provided the accumulated disposable earning is less than 5% of outstanding share capital. The portion of cash dividend shall be between 30%~100% and the remaining is stock dividend. The surplus earnings distribution shall be approved by the Board of Directors and Shareholders’ Meeting.

Chapter VII - Supplementary Provisions

Article 26

Provisions of the Company Act shall be referred to for matters not provided for in the Article of Incorporation.

Article 27

The Article of Incorporation was initially executed on November 22, 1982. Twenty- sixth amendments have been made since then. The last amendment was made on June 19, 2019.

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Appendix 3

Measures of the Election of Directors

Article 1

The election of directors shall be conducted in accordance with the Procedures.

Article 2

The directors shall be election at the shareholders meeting.

Article 3

The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected.

Candidate nomination system is the directors are selected from the list of director candidates by the shareholders. The manner of acceptance of the nomination of directors and other matters to be complied with shall be handled in accordance with the relevant laws and regulations of the Company Law and the Securities Exchange Act.

Article 4

Except as otherwise provided by the Corporation's articles of incorporation, each share will have voting rights in number equal to the directors or supervisors to be elected, and may be cast for a single candidate or split among multiple candidates.

Article 5

The number of directors will be as specified in the Corporation's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

Article 6

The board of directors shall prepare ballots for director election, and ballots shall be in numbering and marked with the voting rights.

Article 7

At the beginning of the election, the chair shall appoint persons to check and record the ballots, and to handle the supervision and ticketing matters

Article 8

The ballot box used for voting shall be prepared by the Company and be checked in public before voting by the person responsible for checking ballots.

Article 9

A voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot, and then put into the ballot box. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or

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juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.

Article 10

A ballot is invalid under any of the following circumstances:

1. The ballot was not prepared by the board of directors.

2. A blank ballot is placed in the ballot box.

3. The writing is unclear and indecipherable or has been altered.

4. The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match.

5. Other words or marks are entered in addition to the candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted.

6. The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such individual.

Article 11

The ticket is monitored by the inspector. The results of the election should be announced by the chair at the meeting. The board of directors of the Company shall issue notifications to the persons elected as directors.

Article 12

These Procedures and any amendments thereof shall be implemented after approval at the shareholders’ meeting.

Article 13

Provisions of the Company Act shall be referred to for matters not provided for in the Article of Incorporation.

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Appendix 4

Shareholdings of All Directors

	Record Date: April 18,2021	Record Date: April 18,2021
Title	Name	Current Shareholding (Shares)
Chairman	CyberTAN Technology, Inc	60,689,995
	Representative: Mr. Allen Yen	476,746
Director	CyberTAN Technology, Inc.	60,689,995
	Representative: Mr. Roger Wu	0
Director	CyberTAN Technology, Inc	60,689,995
	Representative: Mr. Kuoliang Ho	0
Director	Mr. Chi-Chia Hsieh	3,123,279
Independent Director	Ms. Yun Lin	0
Independent Director	Mr. Golub Drakulovic	0
The minimum legal number of shares that all directors should hold		12,000,000
Total shareholdings of all Directors		63,813,274 28% of total shares(Note 2)

Note ：

(1) Total outstanding shares as of April 18, 2021: 228,028,320 common shares

(2) Total shareholdings of all Directors are in compliance with the “Public Issuance Company Directors, Supervisors' Equity and Checking Implementation Rules” promulgated by the Financial Supervisory Commission.

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