Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Sign up Log in

PCL AGM Information 2026

May 5, 2026

52455_rns_2026-05-05_8cf5a1a1-2ebe-4eb6-aca4-13bcad306e24.pdf

AGM Information

Open in viewer

Opens in your device viewer

Stock Code: 4977

==> picture [127 x 42] intentionally omitted <==

PCL TECHNOLOGIES, INC.

Handbook for 2026 Annual Meeting of Shareholders

(Translation)

MEETING TIME: 9:00 a.m., Monday, June 8[th] , 2026

PLACE: Auditorium, Library Campus, In-service and Continuing Education Building, NTNU Extension, School of Continuing Education. (No.129, Heping East Road Section 1, Taipei City, Taiwan)

The English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.

1

==> picture [127 x 42] intentionally omitted <==

Table of Contents

I. Meeting Procedure…………..................................... P3

II. Meeting Agenda

1. Report Matters……………………............ ……... …...... P5
2. Matters for Approval…………………………………..... P6
3. Matters for Discussion……..……………………............. P7
4. Questions and Motions………………………………….. P12

Annex

  • A. Business Report

  • B. Audit Committee Review Report

  • C. The "Financial Reports"

  • D. Appropriation of 2025 Earnings

  • E. Reference Table on Remuneration paid to directors and managers and financial performance

  • F. Comparison Table for Memorandum and Articles of Association

  • G. Comparison Table for “ Procedures for Derivative Products Transactions”

  • H. Comparison Table for “ Procedural Rules of General Meeting”

  • I. The evaluation opinion letter issued by securities underwriters on the necessity and rationality of handling private placement

  • J. Measures for the issuance of new shares that restrict employees' rights

Appendix

  • A. The ARTICLES of Association

  • B. Procedural Rules of General Meeting

  • C. Procedures for Derivative Products Transactions

  • D. Directors' Shareholdings

  • E. Effect of new share issue through capitalization of retained earnings to EPS and return on investment

2

==> picture [127 x 42] intentionally omitted <==

PCL TECHNOLOGIES, INC. Procedure for 2026 Annual General Meeting

Meeting Procedure ：

  1. Call the Meeting to Order

  2. Chairperson Remarks

  3. Meeting Agenda

  4. Questions and Motions

  5. Meeting Adjourned

3

==> picture [127 x 42] intentionally omitted <==

PCL TECHNOLOGIES, INC.

Year 2026

Agenda of Annual Meeting of Shareholders

(Translation)

Meeting Time: 9:00 a.m., Monday, June 8[th] , 2026

Place: Auditorium, Library Campus, In-service and Continuing Education Building, NTNU Extension, School of Continuing Education. (No.129, Heping East Road Section 1, Taipei City, Taiwan)

Call the Meeting to Order.

Chairperson Remarks

Meeting Agenda

I. Report Matters:

  • (1) Business report for 2025

  • (2) Audit Committee's review of the annual final accounting books and statements for 2025

  • (3) Report employees' and directors' remuneration for 2025

  • (4) Report on Remuneration Received by Directors

  • (5) The report for the performance appraisal results and salary gratuity of directors and managers

  • (6) Report on the handling of private placement of securities.

  • (7) Report cash dividends of earnings distribution for 2025

II. Matters for Approval:

  • (1) To approve Business Report and Consolidated Financial Statements for 2025

  • (2) To approve Profit Distribution Proposal for 2025

III.Matters for Discussion:

  • (1) Amendments to the ARTICLES of association（by special resolution）

  • (2) Amendment of Internal Rules

  • (a) Procedures for Derivative Products Transactions

  • (b) Procedural Rules of General Meeting

  • (3) Proposal for fund raising plan by issuing common shares through private placement （by special resolution）

  • (4) Discussion on the Proposal of new restricted employee shares

  • （by either a Supermajority Resolution Type A or the Supermajority Resolution Type B）

Questions and Motions

Meeting Adjourned

4

==> picture [127 x 42] intentionally omitted <==

Report Matters

BUSINESS REPORT FOR 2025

The 2025 Business Report is attached as Annex A .

AUDIT COMMITTEE'S REVIEW OF THE ANNUAL FINAL ACCOUNTING BOOKS AND STATEMENTS FOR 2025

The Audit Committee’s Review Report on 2025 Financial Statements is attached as Annex B .

REPORT EMPLOYEES' AND DIRECTORS' REMUNERATION FOR 2025

In accordance with the articles of association of the company, the company plans to distribute US$ 450,000 (cash) for employees and US$ 110,000 (cash) for directors (excluding independent directors) in 2025.

REPORT ON REMUNERATION RECEIVED BY DIRECTORS

The company has established the "performance evaluation management method of the board of directors" to conduct performance evaluation and salary management for the directors.

There is no major contradiction between the remuneration of directors and the financial performance of our company. It should be reasonable. Please refer to Annex E .

THE REPORT FOR THE PERFORMANCE APPRAISAL RESULTS AND SALARY GRATUITY OF DIRECTORS AND MANAGERS

The company has established the "performance evaluation management method of the board of directors" and "manager salary performance reward operation method" and other norms to conduct performance evaluation and salary management for directors and managers.

There is no major contradiction between the remuneration of directors and managers and the financial performance of our company. It should be reasonable. Please refer to Annex E .

REPORT ON THE HANDLING OF PRIVATE PLACEMENT OF SECURITIES

The company passed the general meeting of shareholders on June 16, 2025. In order to introduce strategic investors, the company issued ordinary shares through private placement within the quota of 6,000 thousand shares, and has authorized the board of directors to handle the issue four times within one year as decided by the general meeting of shareholders.

In accordance with Article 43-6, Securities and Exchange Act, private placement of securities shall be handled before the expiration of one year from the date of resolution of the shareholders' meeting. However, considering the impending expiration of the time limit and the current economic situation, It has been submitted to the Board of Directors on April 28, 2026 for approval that the private placement which would not be continued within the expiry date.

5

==> picture [127 x 42] intentionally omitted <==

REPORT CASH DIVIDENDS OF EARNINGS DISTRIBUTION FOR 2025

In accordance with the articles of association of the company and the resolution of the Board of Directors on March 10, 2026, the company plans to issue a cash dividend of NT$ 2.25 per share in 2025.

Cash dividends shall be distributed up to NT$ (rounded off below New Taiwan Dollars, NT$), and the total amount of the zero-amount distributed less than one NT$ shall be included in other income of the company.

The Board of Directors has authorized the Chairman of the Board of Directors to set another interest distribution base date, distribution date and other related matters. If the number of outstanding shares is affected due to the change of the company's share capital, and the shareholder's interest distribution rate changes accordingly, the Board of Directors has authorized the Chairman of the Board of Directors to handle it fully.

Matters for Approval

TO APPROVE BUSINESS REPORT AND CONSOLIDATED FINANCIAL STATEMENTS FOR 2025

  • 1.1 The Chairman noted that the Financial Reports have been approved by the members of the Audit Committee and the Board of the Directors in accordance with the Articles of Association of the Company, and audited by the EY CPA’s firm.

  • 1.2 The 2025 Business Report is attached as Annex A , and the Year 2025 financial reports, reports on consolidated balance sheet, income statement attached as Annex C (the "Financial Reports").

Resolution:

TO APPROVE PROFIT DISTRIBUTION PROPOSAL FOR 2025

  • 2.1 The Chairman noted that the members of the Audit Committee and the Board of the Directors have determined by reference to the Company’s financial statements for the financial year ended on December 31st, 2025, which Resolution 1.2 above, that the net profit for the Year 2025 is US$ 11,332,748, the Legal Reserve is US$ 1,133,275. It is proposed to distribute Year 2025 Profits (the “Profits Distribution ” ) as Cash Dividends in the form of ordinary shares of par value NT$ 2.25 for the sum of NT$ 180,427,143 .

  • 2.2 It is proposed to authorize the Board of Directors to determine the ex-dividend date be approved; and the registered office provider of the Company be and is hereby instructed to make the appropriate entries in the Register of Members of the Company in respect of the issue of the Bonus Shares. Appropriation of 2025 Earnings is attached as Annex D .

Resolution:

6

==> picture [127 x 42] intentionally omitted <==

Matters for Discussion

AMENDMENTS TO THE ARTICLES OF ASSOCIATION （ By Special Resolution ）

  • 1 The Chairman noted that the members of the Audit Committee and the Directors of the Company proposed, in accordance with the Articles of Association of the Company, the relevant Taiwan listing regulations and Cayman Company Act, to amend the Articles of Association of the Company in the amended forms as attached hereto as Annex F .

Resolution:

AMENDMENT OF INTERNAL RULES

  1. The Chairman noted that the members of the Audit Committee and the Directors of the Company proposed, in accordance with the relevant Taiwan listing regulations, to adopt and/or amend the Internal Rules of the Company:

(a) Procedures for Derivative Products Transactions

  • (b) Procedural Rules of General Meeting

  • The amended forms as attached hereto as Annex G and Annex H .

Resolution:

PROPOSAL FOR FUND RAISING PLAN BY ISSUING COMMON SHARES THROUGH PRIVATE PLACEMENT. （ By Special Resolution ）

  1. In order to introduce strategic investors, our company intends to issue ordinary shares for cash capital increase through private placement within a quota of 10,000 thousand shares, and requests the shareholders' meeting to authorize the board of directors to handle the issuance in an estimated one to four installments within one year from the date of the shareholders' meeting resolution.

  2. In accordance with Article 43-6, Security and Exchange Act and “Directions for Public Companies Conducting Private Placements of Securities”, the particulars shall be stated were listed below:

  3. (1) Basis and reasonableness of the private placement pricing:

  4. a. The pricing method: In accordance with “Directions for Public Companies Conducting Private Placements of Securities”, the higher of the following two calculations and multiplied 80% shall be the reference price: (a) the simple average closing price of the common shares of the Company for either the 1, 3, or 5 business days, or (b) for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends, or capital reduction.

7

==> picture [127 x 42] intentionally omitted <==

  • b. The actual issuance price shall no lower than the reference price. The pricing date, actual amounts are proposed to authorize the Board to determine, taking into consideration the market status, objective conditions and relevant regulations above-mentioned.

  • c. The pricing methodology is in compliance with relevant regulations. The price determination above shall be reasonable.

  • (2) Selection mode, purpose, necessity and expected benefit of specific person:

  • a. The method to determine place: The strategic investors have the priority to be considered as Specific Persons for private placement if being qualified for the rules in Article 43-6, Security and Exchange Act and relevant regulations.

  • b. The candidates for this private placement of common shares plan to be strategic investors:

  • (a) The way and purpose of selection: the primary consideration of the selection of the candidates is that they can directly or indirectly help the company. Through the introduction of private capital, they can borrow their own experience, technology, knowledge, brand or channel to strengthen the competitiveness of the company.

  • (b) Necessity: in order to expand the company's future operation scale and improve its operation efficiency, it is proposed to introduce strategic investors that will be beneficial to the company's future commodity and market development. Therefore, it is necessary to introduce strategic investors in this private placement.

  • (c) Expected benefits: to assist the company in improving technology, quality, cost reduction, efficiency improvement, market expansion and other benefits through vertical integration, horizontal integration or joint research and development of commodities or markets. In addition, in accordance with the provisions of the securities exchange law, within three years from the date of delivery, in addition to the transfer of objects in accordance with article 43-8 of the securities exchange law No further sale will ensure the long-term partnership between the company and the offeree, which will be beneficial to the company's business stability and future operation.

  • (d) This board resolution states that within one year prior to the private placement, due to the expiration of the board's term, a comprehensive election of directors was conducted at the general meeting of shareholders on June 16, 2025, resulting in a change of more than one-third of the director positions. The company has already requested the securities underwriter to issue an assessment opinion on the necessity and reasonableness of conducting the private placement. Please refer to Annex I for details.

  • (3) The necessity of the private placement:

  • a. The reason for not taking a public offering: Considering the effectiveness, feasibility and costs to raise capital, the Company proposes to raise funds by way of issuance of common shares through private placement. Also, it is proposed to authorize the Company’s Board to implement the private placement based on the capital market status and Company’s actual needs, which can increase the flexibility and effectiveness. Fundraising through private placement with the imposed trading limitation period of 3 years can ensure more long-term cooperation between the Company and the strategic investors.

  • b. The amount of the private placement: The Company plans to complete the private placement in Once or no more than 4 times not exceeding 6,000,000 shares within one year after shareholders’ meeting resolution. The actual fundraising amount is proposed to be authorized to the Board to determine based on current market conditions, corporate needs and specific parties.

  • c. The capital usage plan and projected benefits of private placement: Proceeds raised will be used as capital expenditure and working capital. The private placement will reinforce the

8

==> picture [127 x 42] intentionally omitted <==

financial structure and contribute to the stability of the Company’s growth, which can benefit shareholders’ equity.

  1. In this proposal for private placement of common shares, it is proposed to ask the shareholders' meeting to authorize the board of directors to complete the sub placement within the time limit, or if it is no longer necessary to continue the sub placement within the remaining time limit, the board of directors may convene a discussion before the expiration of the time limit. According to the operation status, the original private placement plan is still feasible, and the received share money may be exempted from refund to the offeree, and the information may be compared with the major information at the public information observation station Information disclosure.

  2. Rights and obligations of the new private placement shares: Share certificates of the new private placement shares will be issued in scrip less form, the new shares will have the same rights and obligations as those of the original shares. Within three years after delivery, the shares issued under the private placement may not be transferred except under the circumstances in Article 43-8, Securities and Exchanges Act. After expiration of the three years following the delivery date of the private placement shares, the Company may file with authorization and listing the shares based on the relevant regulations.

  3. Except for the percentage relative to pricing based on the reference price, it is proposed to authorize the Company’s Board to implement or modify the major plan of the private placement based on the market status, including actual pricing date, actual price, actual issuance share, terms of issuance, issuance plan, amount of the fund raising, projected timeline and benefits of private placement, and matter regarding the private placement. In addition, it is proposed to authorize the Board to revise the issuance plan based on operation assessment, environment changes or upon receipt of instructions from government authorities.

  4. It is proposed to authorize the Chairman or the person appointed by the Chairman to represent the Company to negotiate and sign any documents and contracts regarding the private placement plan and handle any and all matters relating to issuance of private placement shares as required.

7. Other supplements:

  • (a)At present, the company has not yet negotiated the counterparties for the private placement. If the counterparty negotiated in the future is a legal person, the company will indicate the relevant matters in accordance with the regulations, and will continue to pay attention to the relevant announcements of the counterparties.

  • (b)The private placement case which was decided by the previous meeting of shareholders in 2025 has not been able to reach a suitable strategic investor in time due to the deadline of the handling; The purpose of this proposal is to evaluate the subsequent overall economic development. It should be more conducive to negotiating with domestic or international strategic investors, cooperating with horizontal strategic alliances or integrating upstream and downstream vertically, and jointly developing products and markets, so as to strengthen the company's competitive advantage and achieve the goal of stable development and sustainable operation. Therefore, it is proposed to continue to use private placement to raise funds.

  • (c) As of December 31, 2025, the company's cash and equivalent cash amounted to NT$ 525,545 Thousand, and the cash flow from operating activities was net inflow of NT$ 74,119 Thousand. The above amount is expected to be used for the current operating working capital and distribution of cash dividends for 2025. In addition, in response to the development of AI communication industry, the company needs sufficient funds to develop new generation high-level products. Therefore, it is necessary to develop products and markets together with strategic partners who are beneficial to the expansion of the company's operation and development. The transfer restriction of private placement securities can ensure the long-term cooperative relationship between the company and strategic investors, and strengthen the stability of the company's operation. Therefore, it is necessary and reasonable for private placement securities to be used for capital expenditure and working capital enrichment.

9

==> picture [127 x 42] intentionally omitted <==

  • (d) This private placement will be handled by issuing common shares, with the upper limit of 10 million shares. The increased share capital after this private placement will account for about 11.09 % of the total share capital after the private placement. Moreover, the strategic investors introduced this time will not be allowed to participate in the company's board seats in the future. Therefore, the number of private shares introduced this time based on the principle that there will be no significant changes in the operating rights within one year from the delivery date of this private placement of ordinary shares. In addition, the purpose of this private placement fund is to enrich the working capital required by the company's long-term development. It is expected that in addition to strengthening the company's financial structure and reducing the cost of capital, it can enhance the company's industrial status and long-term competitiveness, which is beneficial to shareholders' equity.

Resolution:

DISCUSSION ON THE PROPOSAL OF NEW RESTRICTED EMPLOYEE

SHARES （ BY EITHER A SUPERMAJORITY RESOLUTION TYPE A OR THE SUPERMAJORITY RESOLUTION TYPE B ）

  1. In order to attract and retain the professional talents needed by the company, enhance employees' centripetal force and sense of belonging to the company, and jointly create higher benefits for the company and its shareholders, the company intends to issue new shares with restricted employee rights.

  2. Conditions for issuance:

  3. (1) Total issued amount (shares): A total of 500,000 ordinary shares were issued, with a par value of NT$10 per share, amounting to NT$5,000,000 in total.

  4. (2) Issuance conditions: (including vested conditions, handling methods for employees who have not met vested conditions or in the event of inheritance, etc.)

    • A. Issue price: NT$0 per share, which means it will be distributed to employees free of charge without cash consideration.

    • B. Vested Conditions: If an employee remains employed after the specified time periods following the grant of restricted new shares to employees, the proportion of shares that meet the vested conditions is as follows.

      • (A) After one year from allocation, 50% of the shares become vested.

      • (B) After two years from allocation, the vested share ratio is 50%.

      • (C) If an employee violates the labor contract, work rules, or the provisions of this issuance plan after being allocated restricted employee rights shares by the company, the company shall have the right to reclaim without compensation and cancel the restricted employee rights shares for which the employee has not yet met the vesting conditions.

      • (D) The terms "granting," "allocation," and "the starting date for calculating the expiration timeline" as mentioned in these issuance regulations refer to the benchmark date of the respective capital increase.

    • C. Type of Shares to be Issued: Ordinary shares of the company.

    • D. Handling methods when employees' subscription of new shares restricting employee rights fail to meet vested conditions or in the event of inheritance: It shall be handled in accordance with the issuance methods formulated by the company this time. Please refer to Annex J .

  5. (3) Employee eligibility criteria and the number of shares allocated or subscribed for: As of the issuance date, eligible individuals are full-time regular employees of the company and its domestic or foreign controlled or subsidiary companies who meet the requirements stipulated in these issuance regulations. The actual number of new shares with restricted employee rights to be allocated will be determined by taking into account factors such as length of service, job rank, work performance, overall contribution, operational conditions, or other management considerations, as well as the company's operational

10

==> picture [127 x 42] intentionally omitted <==

needs and business development strategies. This determination will be made by the chairman of the board and then submitted to the board of directors for approval. However, for employees who are also directors or managers, prior approval from the Remuneration Committee is required before submission to the board of directors for a resolution. For employees who are neither directors nor managers, prior approval from the Audit Committee is required before submission to the board of directors for a resolution.

  • (4) Necessary reasons for issuing new shares with restricted employee rights: To attract and retain the professional talents required by the company, motivate employees, and enhance employee cohesion, with the aim of jointly creating higher benefits for the company and its shareholders, the company intends to issue new shares with restricted employee rights.

  • (5) The amount that may be expensed, the dilution effect on the company's earnings per share, and other matters affecting shareholders' equity:

  • A total of 500,000 new shares with restricted employee rights will be issued in this offering. Based on the closing price of NT$ 150.50 on March 9, 2026, the estimated total amount to be expensed is NT$ 40,635 thousand.

The expected grant time is July 2026, with the impact on expenses for the years 2026 to 2028 amounting to NT$ 15,238 thousand, NT$ 20,318 thousand, and NT$ 5,079 thousand, respectively. Based on the current equity, the impact on EPS for the years 2026 to 2028 is estimated to be NT$ 0.19, NT$ 0.25, and NT$ 0.06, respectively. Considering the aforementioned overall assessment, it is not expected to have a significant impact on shareholders' equity.

  • (6) Restricted rights of employees before meeting vesting conditions after being allocated or subscribing to new shares:

  • A. Prior to meeting the vesting conditions after being allocated new shares, employees shall not sell, mortgage, transfer, gift, pledge, or dispose of such restricted employee rights shares in any other manner, except for inheritance.

  • B. The rights of attendance, proposal, speech, and voting at shareholders' meetings shall be exercised in accordance with trust and custody agreements.

In addition to the aforementioned restrictions, before the vesting conditions are met, other rights of the restricted employee equity shares allocated to employees under these measures, including but not limited to the rights to receive dividends, bonuses, and capital reserves, subscription rights for cash capital increase, voting rights, etc., shall be the same as those of the ordinary shares already issued by the company.

  1. In this case, within one year from the date of the resolution passed by the shareholders' meeting, the company shall make a one-time or phased declaration to the competent authority, and conduct a one-time or phased issuance within two years from the date of receipt of the notification from the competent authority that the declaration has been approved and has taken effect. The actual issuance date shall be authorized and determined by the chairman of the board.

  2. Other Important Agreed Matters:

  3. The restricted new shares issued by our company to limit employees' rights shall be kept in stock trust for employees of Republic of China (Taiwan) nationality until the vesting conditions are met, while those for employees of other nationalities shall be kept through a designated custodian bank.

  4. Other matters that should be specified:

  5. (1) The measures for the issuance of new shares with restricted employee rights of our company shall take effect after being attended by over two-thirds of the directors on the board and approved by a majority of the attending directors, and then reported to and approved by the competent authority. If, during the review and approval process, amendments are required due to the review requirements of the competent authority, the chairman of the board is authorized to revise these measures, which shall subsequently be submitted to the board for ratification before issuance can proceed.

  6. (2) For any matters not fully covered in these Measures, unless otherwise stipulated by laws and regulations, the board of directors or its authorized person(s) shall be fully authorized to amend or implement them in accordance with relevant laws and regulations.

Resolution:

11

==> picture [127 x 42] intentionally omitted <==

Questions and Motions

Adjournment

12

Annex A

Business Report

Financial performance

Our company's consolidated revenue for the year 2025 was NT $1,074,975 thousands, a decrease of 1.54% compared to the same period last year; The operating gross profit is NT $268,453 thousands, with a gross profit margin of 24.97%; The net profit after tax was NT $353,351 thousands, a increase of 34.19 % compared to the same period last year; The post-tax profit per share is NT $4.48.

Research and development situation

At present, our company focuses on high-order optical transceiver modules over 400G, and applies related technologies to other fields. In addition, we have planned to develop high-order optical transceiver modules in Suzhou, Hsinchu and Penang plant.

Up to now, a total of 32 patents had been obtained. In addition, the company's independent intellectual property rights in R&D products mainly include the following items:

  • (1) Chip-on-board process design

  • (2) Circuit design, structural design and component design of 32G SFP+, 40G QSFP+

  • (3) 100G QSFP28 Circuit Design, Optical Design, Structural Design and Component Design Applied to Optical Engine Design of Consumer Electronic Products

Future Business Strategy

The company's recent major work includes:

  • (1) Strengthen cooperation with key customers

Continue to meet the delivery commitment of customers in the optical transceiver module demand, and work from design, production process and supplier management to provide customer cost reduction solutions to help customers expand market share. In addition, we should strengthen cooperation with customers to develop new products and transfer new products technology so that new products can reach the mass production stage quickly.

  • (2) Continuous development of international large-scale factory customers Continue to market the group's current technology and manufacturing platform, with its own R & D capabilities and manufacturing integration capabilities, actively develop and cooperate with international optical transceiver module and Netcom telecom system manufacturers to provide customers with price competitive solutions.

  • (3) Build JDM / ODM capability of 400G or higher speed optical transceiver module Including cloud computing, massive data processing, data center ultra-high speed transmission module, 5G application high speed transmission module, etc.

  • (4) Looking for other opportunities for sustainable growth

  • In addition to the continuous optimization of internal growth, it will negotiate and cooperate with peers and upstream and downstream supply chains to cut into more markets and customers, acquire key technologies and products, so as to expand economic scale and accelerate growth.

Medium- and long-term development plans include:

  • (1) Manufacturer of Design Services for Optical Communication Speciality

  • With "Optical Foundry" as the innovative business development mode, it has become a professional service manufacturer of high-speed optical module integration process design solutions for international system integrators, Netcom telecom equipment manufacturers and operators.

  • (2) Collaboration with ITC Telecom Systems Equipment Providers

  • By cooperating with Netcom system equipment suppliers, the group formulates system product specifications and standards according to the system requirements of system equipment suppliers, researches and develops customized optical transceiver modules for system equipment suppliers, so as to launch high-order optical communication sub-systems (Proprietary Optical Subsystem) with high added value.

  • (3) Strengthen in-depth cooperation in key industries

  • The Group is one of the world's largest manufacturers of high-speed optical transceiver modules. On this basis, through self-development and cooperation with key component manufacturers, the group develops high-level products in line with market specifications. In response to future industrial changes, we will strengthen in-depth cooperation in key industries such as semiconductor packaging and system integration.

Annex B

Audit Committee Review Report

The Board of Directors has prepared the company's 2025 consolidated financial statements and earnings distribution proposals on March 10, 2026, among which the consolidated financial statements have been audited by the EY CPA’s firm. The above proposal on consolidated financial statements and earnings distribution has been reviewed by this Audit Committee and found no inconsistency. Therefore, the above report is submitted in accordance with Article 14-4 of the Securities and Exchange Law and Article 219 of the Company Law. Please check it.

PCL TECHNOLOGIES, INC.

Audit Committee

INDEPENDENT AUDITORS’ REPORT

To: PCL TECHNOLOGIES, INC.

Opinion

We have audited the accompanying consolidated balance sheets of PCL TECHNOLOGIES, INC. and its subsidiaries (the “Group”) as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and notes to the consolidated financial statements, including the summary of material accounting policies (together “the consolidated financial statements”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and their consolidated financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor’s 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 (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audit, 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 2025 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, and we do not provide a separate opinion on these matters.

3

Valuation for slow-moving and obsolete inventories

As of December 31, 2025, the Group’s net inventories amounted to NT$231,608 thousand. As the high-tech industry evolves rapidly, the market value of the Group’s inventories may decline due to changes in customer’s needs, technology specification, etc. Management has to evaluate and accrue related reserves for slow-moving and obsolete inventories that have declining future markets values as the technology specification changes. The accounting estimates highly involve management’s judgement and the key assumptions for the provision rate and the range of aging of inventory are determined by considering the exclusivity, recyclability and timeliness of inventories, in the meanwhile, net realizable value of each inventory is also assessed, and the audit of valuation for inventories is complicated. Therefore, we identify it as key audit matter.

We performed audit procedures including but not limited to the following:

  1. We obtained an understanding, evaluated the design and tested the operating effectiveness of internal control over the Group’s inventories valuation process. For instance, we tested the control of management’s review over the reserve methodology and the key assumptions in the valuation process.

  2. We selected samples of inventories to test the accuracy of the inventory aging and evaluated the appropriateness of management’s methodology to determine inventory aging and provision rates by comparing the loss of slow-moving inventories with the records of sales and changes and recalculated the amount of reserve using the applied provision rate.

  3. We selected samples of inventories to test the accuracy of the market values used to calculate the net realizable value by comparing them with the latest sales or purchase evidence.

In addition, we evaluated the appropriateness of disclosures of inventories. Please refer to Notes 5 and 6 to the consolidated financial statements.

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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by 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 ability to continue as a going concern of the Group, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

4

Those charged with governance, including audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.

Auditor’s 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

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

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

  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 ability to continue as a going concern of the Group. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s 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 accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

5

  1. 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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2025 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s 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.

/s/Hsu, Hsin-Min

/s/Yu, Chien-Ju

Ernst & Young, Taiwan March 24, 2026

Notice to Readers

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

Accordingly, the accompanying consolidated financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young 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.

6

English Translation of Financial Statements Originally Issued in Chinese

PCL TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

December 31, 2025 and December 31, 2024

(Expressed in Thousands of New Taiwan Dollars)

Assets Notes December 31,2025 December 31,2025 December 31,2024 December 31,2024
Amount % Amount %
Current assets
Cash and cash equivalents
Financial assets at fair value through profit or loss, current
Financial assets measured at amortized cost, current
Accounts receivable, net
Other receivables
Current tax assets
Inventories, net
Prepayments
Other current assets
Total current assets
Non-current assets
Financial assets at fair value through profit or loss, non-current
Financial assets at fair value through other comprehensive income, non-current
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred tax assets
Other non-current assets
Total non-current assets
Total assets		 4 and 6
4 and 6
4, 6 and 8
4 and 6
4
4
4, 5 and 6
4 and 6
4 and 6
4 and 6
4 and 6
4
4, 5 and 6		 $525,545
1,498,100
47,611
114,275
26,145
562
231,608
27,001
2,060
2,472,907
156,513
1,771,245
224,108
108,037
274
5,693
6,592
2,272,462
$4,745,369		 11
32
1
2
-
-
5
1
-
52
3
38
5
2
-
-
-
48
100		 $1,022,422
1,173,022
203,835
143,197
35,291
3,829
142,503
17,909
1
2,742,009
281,685
1,669,124
268,465
136,881
723
14,771
6,001
2,377,650
$5,119,659		 20
23
4
3
1
-
3
-
-
54
5
33
5
3
-
-
-
46
100

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

7

English Translation of Financial Statements Originally Issued in Chinese

PCL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2025 and December 31, 2024

(Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity Notes December 31,2025 December 31,2025 December 31,2024 December 31,2024
Amount % Amount %
Current liabilities
Short-term borrowings
Financial liabilities at fair value through profit or loss, current
Contract liabilities, current
Accounts payable
Other payables
Current tax liabilities
Lease liabilities, current
Other current liabilities
Total current liabilities
Non-current liabilities
Financial liabilities at fair value through profit or loss, non-current
Deferred tax liabilities
Lease liabilities, non-current
Other non-current liabilities
Total non-current liabilities
Total liabilities
Equity attributable to the parent company
Common stock
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity
Treasury stock
Equity attributable to the parent company
Non-controlling interests
Total equity
Total liabilities and equity		 4 and 6
4 and 6
6
6
4, 5 and 6
4 and 6
4 and 6
4, 5 and 6
4 and 6
4 and 6
6		 $199,288
12,535
5,052
310,132
59,247
5,010
27,180
51
618,495
-
13,268
93,120
360
106,748
725,243
801,898
2,131,137
408,453
183,649
762,808
(241,300)
(26,519)
4,020,126
-
4,020,126
$4,745,369		 4
-
-
7
1
-
1
-
13
-
-
2
-
2
15
17
45
9
4
16
(5)
(1)
85
-
85
100		 $454,239
17,971
93,639
343,904
134,875
768
25,611
54
1,071,061
2,123
10,737
121,901
496
135,257
1,206,318
801,898
2,112,293
382,120
151,018
649,657
(183,645)
-
3,913,341
-
3,913,341
$5,119,659		 9
-
2
7
3
-
1
-
22
-
-
2
-
2
24
16
41
7
3
13
(4)
-
76
-
76
100

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

8

English Translation of Financial Statements Originally Issued in Chinese

PCL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)

Accounts Notes 2025 2024
Amount % Amount %
Operating revenues
Operating costs
Gross profit
Operating expenses
Selling expenses
General and administrative expenses
Research and development expenses
Subtotal
Net other operating income and expenses
Operating income
Non-operating income and loss
Interest income
Other income
Other gains and losses
Finance costs
Foreign exchange (losses) gains, net
Unrealized gains on financial assets (liabilities) at fair
value through profit or loss
Impairment loss
Subtotal
Income before income tax
Income tax expense
Net income
Other comprehensive income (loss)
Items that will not be reclassified subsequently to profit or loss
Unrealized gains or losses on equity instruments investments at fair
value through other comprehensive income
Exchange differences on translation of presentation currency
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations
Unrealized gains or losses on debt instruments investments at fair
value through other comprehensive income
Total other comprehensive loss
Total comprehensive income
Net income attributable to:
Stockholders of the parent company
Non-controlling interests
Comprehensive income attributable to:
Stockholders of the parent company
Non-controlling interests
Earnings per share (NT$)
Earnings per share - basic
Earnings per share - diluted		 4, 6 and 7
6
4, 6 and 7
4 and 6
4, 5 and 6
4,6 and 12
6		 $1,074,975
(806,522)		 100
(75)		 $1,091,806
(848,422)		 100
(78)
268,453 25 243,384 22
(6,288)
(107,992)
(78,319)		 (1)
(10)
(7)		 (7,507)
(99,769)
(81,877)		 (1)
(9)
(7)
(192,599) (18) (189,153) (17)
(2,539) - (4,263) -
73,315 7 49,968 5
225,523
6,972
(754)
(11,256)
(36,664)
117,123
-		 21
-
-
(1)
(3)
11
-		 196,111
5,468
(130)
(9,440)
17,847
45,184
(19,092)		 18
-
-
(1)
2
4
(2)
300,944 28 235,948 21
374,259
(20,908)		 35
(2)		 285,916
(25,293)		 26
(2)
353,351 33 260,623 24
(59,039)
(156,383)
124,463
33,367		 (5)
(15)
12
3		 (112,392)
289,756
(139,262)
(73,183)		 (10)
27
(13)
(7)
(90,959) (5) (35,081) (3)
$262,392 28 $225,542 21
$353,351
-		 33
-		 $263,331
(2,708)		 24
-
$353,351 33 $260,623 24
$262,392
-		 24
-		 $230,407
(4,865)		 21
-
$262,392 24 $225,542 21
$4.48 $3.28
$4.42 $3.26

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

9

English Translation of Financial Statements Originally Issued in Chinese

PCL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Items Equityattri butable to theparent company butable to theparent company Non-controlling
Interests		 Total Equity
Common Stock Capital Surplus Retained Earnings Other Equity Treasury Stock Total
Legal Reserve Special Reserve Unappropriated
Earnings		 Exchange
Differences on
Translation of
Foreign
Operations		 Unrealized Gains
or Losses on
Financial Assets
at Fair Value
through Other
Comprehensive
Income
Appropriations and distributions of 2023 earnings
Legal reserve
Special reserve
Cash dividends
Net income (loss) for the year ended December 31, 2024
Other comprehensive income (loss), for the year ended December 31, 2024
Total comprehensive income (loss)
acquired or disposed
Disposal of equity instruments at fair value through other comprehensive income
Balance as of December 31, 2024
Balance as of January 1, 2025
Appropriations and distributions of 2024 earnings
Legal reserve
Special reserve
Cash dividends
Net income for the year ended December 31, 2025
Other comprehensive income (loss), for the year ended December 31, 2025
Total comprehensive income (loss)
Disposal of equity instruments at fair value through other comprehensive income
Balance as of December 31, 2025
Treasury stock acquired
Share-based payment transaction
Difference between consideration and carrying amount of subsidiaries
Share-based payment transaction
Balance as of January 1, 2024		 $801,898
-
-
-
-
-		 $2,104,359
-
-
-
-
-		 $348,038
34,082
-
-
-
-		 $142,288
-
8,730
-
-
-		 $606,142
(34,082)
(8,730)
(176,418)
263,331
-		 $(139,302)
-
-
-
-
152,651		 $(11,716)
-
-
-
-
(185,575)		 $-
-
-
-
-
-		 $3,851,707
-
-
(176,418)
263,331
(32,924)		 $8,257
-
-
-
(2,708)
(2,157)		 $3,859,964
-
-
(176,418)
260,623
(35,081)
- - - - 263,331 152,651 (185,575) - 230,407 (4,865) 225,542
-
-
-		 -
7,934
-		 -
-
-		 -
-
-		 (289)
-
(297)		 -
-
-		 -
-
297		 -
-
-		 (289)
7,934
-		 (3,392)
-
-		 (3,681)
7,934
-
$801,898 $2,112,293 $382,120 $151,018 $649,657 $13,349 $(196,994) $- $3,913,341 $- $3,913,341
$801,898
-
-
-
-
-		 $2,112,293
-
-
-
-
-		 $382,120
26,333
-
-
-
-		 $151,018
-
32,631
-
-
-		 $649,657
(26,333)
(32,631)
(181,299)
353,351
-		 $13,349
-
-
-
-
(31,920)		 $(196,994)
-
-
-
-
(25,672)		 $-
-
-
-
-
-		 $3,913,341
-
-
(181,299)
-
353,351
(57,592)		 $-
-
-
-
-
-		 $3,913,341
-
-
(181,299)
353,351
(57,592)
- - - - 353,351 (31,920) (25,672) - 295,759 - 295,759
-
-
-		 -
18,844
-		 -
-
-		 -
-
-		 -
-
63		 -
-
-		 -
-
(63)		 (184,343)
157,824
-		 (184,343)
176,668
-		 -
-
-		 (184,343)
176,668
-
$801,898 $2,131,137 $408,453 $183,649 $762,808 $(18,571) $(222,729) $(26,519) $4,020,126 $- $4,020,126

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

10

English Translation of Financial Statements Originally Issued in Chinese

PCL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Items 2025 2024 Items 2025 2024
Amount Amount Amount Amount
Cash flows from operating activities:
Net income before tax
Adjustments:
Items of incomes and expenses:
Depreciation
Amortization
Net gain on financial assets at fair value through profit or loss
Interest expense
Interest income
Dividend income
Share-based payment
Loss on disposal of property, plant and equipment
Impairment loss
Changes in operating assets and liabilities:
Financial assets at fair value through profit or loss
Accounts receivable
Other receivables
Inventories
Prepayments
Other current assets
Financial liabilities at fair value through profit or loss
Contract liabilities
Accounts payable
Other payables
Other current liabilities
Other non-current liabilities
Cash used in operations
Interests received
Dividends received
Interests paid
Income tax paid
Net cash (used in) provided by operating activities		 $374,259
77,072
485
(117,123)
11,256
(225,523)
(5,868)
18,849
2,539
-
(143,727)
25,170
9,384
(103,941)
(10,758)
(2,254)
6,603
(92,695)
(46,142)
(69,066)
(6)
(144)		 $285,916
93,177
730
(45,184)
9,440
(196,111)
(1,979)
7,934
4,263
19,092
(626,299)
(53,002)
(7,659)
117,973
30,819
2
17,572
34,569
123,595
59,474
(23)
(265)		 Cash flows from investing activities:
Acquisition of financial assets at fair value through
other comprehensive income
Proceeds from disposal of financial assets at fair value through
other comprehensive income
Acquisition of financial assets measured at amortized cost
Proceeds from disposal of financial assets measured at
amortized cost
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
(Increase) decrease in refundable deposits
Acquisition of intangible assets
(Increase) decrease in other non-current assets
Net cash (used in) provided by investing activities
Cash flows from financing activities:
Increase in short-term borrowings
Decrease in short-term borrowings
Payments of lease liabilities
Cash dividends paid
Acquisition of treasury stock
Proceeds from treasury stock sold to employee
Acquisition of ownership interests in subsidiaries
Net cash used in financing activities
Effects of exchange rate changes on cash and cash equivalents
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at the beginning of year
Cash and cash equivalents at the end of year		 (382,590)
186,260
(57,676)
205,706
(8,251)
5,516
(793)
(64)
(123)		 (1,019,320)
785,765
(384,153)
1,280,079
(21,681)
720
706
(82)
7,091
(52,015) 649,125
1,032,836
(1,277,243)
(30,756)
(181,299)
(184,343)
157,819
-		 711,065
(914,128)
(31,903)
(176,418)
-
-
(3,681)
(482,986) (415,065)
112,243 (121,300)
(291,630) (125,966)
225,523
5,868
(11,256)
(2,624)		 196,111
1,979
(9,440)
(24,630)
(496,877)
1,022,422		 150,814
871,608
(74,119) 38,054 $525,545 $1,022,422

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

11

Annex D

PCL TECHNOLOGIES, INC. Appropriation of 2025 Earnings

Item USD NTDNote 2
Beginning Unappropriated Earnings $ 12,136,902
$ 409,396,874
ADD：Net Profit From Owners of the
Company
11,332,748
353,351,669
Disposal of Equity
Instrument Investment at Fair
Value Through Other
Comprehensive Income		 1,920
59,865
LESS：Setting Aside of Legal
Reserve (10%)		 1,133,275
35,335,167
Setting Aside of Special
ReserveNote 1		 1,806,053
57,649,198
Available for Distribution Earnings 20,532,242
669,824,043
Distribution Item：
Cash Dividends (NTD 2.25 Per
Share)Note 1		 5,652,479
180,427,143
Ending Unappropriated Earnings $ 14,879,763
$ 489,396,900

Note 1 ： USD amount of setting aside of special reserve and cash dividends is calculated at exchange rate 31.92 Taiwan Dollars to one US Dollar on March 9, 2026. Note 2 ： Financial Statement of PCL Group are presented in USD.

Annex E

Reference Table on Remuneration paid to directors and managers and financial performance

The amount and ratio of remuneration paid to directors and managers ：

Ⅰ、 Directors ：

For the year 2025

In Thousands of NTD

Title Name Remuneratio Remuneratio n of directo r The ratio of the total
amount of A, B, C and D
to the net profit after tax
（%）		 The ratio of the total
amount of A, B, C and D
to the net profit after tax
（%）		 Relevant employee remuneration Relevant employee remuneration Relevant employee remuneration Relevant employee remuneration Relevant employee remuneration Relevant employee remuneration Total seven A, B, C, D,
E, F and G, etc.
proportion of net income
（%）		 Total seven A, B, C, D,
E, F and G, etc.
proportion of net income
（%）		 Whether to
receive the
remuneration
on from the
subsidiary
company
Salary
(A)		 Retirement pension
(B)		 Remun
di
 eration of
rector
(C)		 Business
cost		 execution
(D)		 Salary, bonus and
special expenses
(E)		 Retirement pension
(F)		 Employees’ compensation
(G)
The
Company		 Companies
in the
consolidated
financial
statement		 The
Company		 Companies
in the
consolidated
financial
statement
The
Company		 Companies
in the
consolidate
d financial
statement		 The
Company		 Companies
in the
consolidate~~d~~
financial
statement		 The
Company		 Companies
in the
consolidated
financial
statement		 The
Company		 Companies in
the
consolidated
financial
statement
The
Company
Companies in
the
consolidated
financial
statement
The Company		 Companies in the
consolidated
financial statement		 The
Company		 Companie
s in the
consolidat
ed
financial
statement
Cash
amount		 Stock
amount		 Cash
amount		 Stock
amount
Chairman CHEN,CHING-JEN - - - - 857 857 25 25 882
0.25%		 882
0.25%		 - 3,294 - 21 1,297 - 1,297 - 2,179
0.62%		 5,494
1.55%		 -
Director CHUANG,MING-
NAN		 - - - - 857 857 15 15 872
0.25%		 872
0.25%		 - 4,358 - 48 1,297 - 1,297 - 2,169
0.61%		 6,575
1.86%		 -
Director CHAO,WEI-CHOU
(Note1)		 - - - - 468 468 15 15 483
0.14%		 483
0.14%		 - 3,602 - 33 894 - 894 - 1,377
0.39%		 5,012
1.43%		 -
Director TENG,FU-PING
(Note1)		 - - - - 468 468 - - 468
0.13%		 468
0.13%		 - 3,275 - 50 1,117 - 1,117 - 1,585
0.45%		 4,910
1.39%		 -
Director OpNow Solutions
Holdings (BVI), Inc.
(Note2)		 - - - - 390 390 - - 390
0.11%		 390
0.11%		 - - - - - - - - 390
0.11%		 390
0.11%		 -
Representative：
CHAO,WEI-
CHOU(Note2)		 - - - - - - 10 10 10
-%		 10
-%		 - - - - - - - - 10
-%		 10
-%		 -
Director Max Fine International Inc.
(Note2)		 - - - - 390 390 - - 390
0.11%		 390
0.11%		 - - - - - - - - 390
0.11%		 390
0.11%		 -
Representative：
TENG,FU-
PING(Note2)		 - - - - - - - - -
-%		 -
-%		 - - - - - - - - -
-%		 -
-%		 -
Independent
director		 LEE,E-TAY 720 720 - - - - 25 25 745
0.21%		 745
0.21%		 - - - - - - - - 745
0.21%		 745
0.21%		 -
Independent
director		 LEE,YING-YI
(Note1)		 325 325 - - - - 15 15 340
0.10%		 340
0.10%		 - - - - - - - - 340
0.10%		 340
0.10%		 -
Independent
director		 LIN, LIFEN
(Note1)		 325 325 - - - - 15 15 340
0.10%		 340
0.10%		 - - - - - - - - 340
0.10%		 340
0.10%		 -
Independent
director		 SHIH,KUANG-
HSUN(Note2)		 395 395 - - - - 10 10 405
0.11%		 405
0.11%		 - - - - - - - - 405
0.11%		 405
0.11%		 --
Independent
director		 WANG,CHIN-
LAI(Note2)		 395 395 - - - - 10 10 405
0.11%		 405
0.11%		 - - - - - - - - 405
0.11%		 405
0.11%		 -
Total 2,160 2,160 - - 3,430 3,430 140 140 5,730
1.62%		 5,730
1.62%		 - 14,529 - 152 4,605 - 4,605 - 10,335
2.92%		 25,016
7.08%		 -

Note1: A complete re-election of directors was held on June 16, 2025, and the current directors are newly appointed in this term.

Note2: The directors will undergo a complete re-election on June 16, 2025, and their current terms will expire without renewal.

For the year 2024

In Thousands of NTD

Title Name Remuneratio Remuneratio n of directo r The ratio of the total
amount of A, B, C and D
to the net profit after tax
（%）		 The ratio of the total
amount of A, B, C and D
to the net profit after tax
（%）		 Relevant employee remuneration Relevant employee remuneration Relevant employee remuneration Relevant employee remuneration Relevant employee remuneration Relevant employee remuneration Total seven A, B, C, D,
E, F and G, etc.
proportion of net income
（%）		 Total seven A, B, C, D,
E, F and G, etc.
proportion of net income
（%）		 Whether to
receive the
remuneration
on from the
subsidiary
company
Salary
(A)		 Retirement pension
(B)		 Remun
di
 eration of
rector
(C)		 Business
cost		 execution
(D)		 Salary, bonus and
special expenses
(E)		 Retirement pension
(F)		 Employees’ compensation
(G)
The
Company		 Companies
in the
consolidated
financial
statement		 The
Company		 Companies
in the
consolidated
financial
statement
The
Company		 Companies
in the
consolidate
d financial
statement		 The
Company		 Companies
in the
~~c~~onsolidate~~d~~
financial
statement		 The
Company		 Companies
in the
consolidated
financial
statement		 The
Company		 Companies in
the
consolidated
financial
statement
The
Company
Companies in
the
consolidated
financial
statement
The Company		 Companies in the
consolidated
financial statement		 The
Company		 Companie
s in the
consolidat
ed
financial
statement
Cash
amount		 Stock
amount		 Cash
amount		 Stock
amount
Chairman CHEN,CHIN
G-JEN		 - - - - 843 843 25 25 868
0.33%		 868
0.33%		 - 4,848 - 20 466 - 466 - 1,334
0.51%		 6,202
2.36%		 -
Director CHUANG,M
ING-NAN		 - - - - 843 843 10 10 853
0.33%		 853
0.33%		 - 5,747 - 48 466 - 466 - 1,319
0.51%		 7,114
2.70%		 -
Director OpNow
Solutions
Holdings (BVI),
Inc.		 - - - - 843 843 - - 843
0.32%		 843
0.32%		 - - - - - - - - 843
0.32%		 843
0.32%		 -
Representative：
CHAO,WEI-
CHOU		 - - - - - - 20 20 20
0.01%		 20
0.01%		 - 3,906 - 33 401 - 401 - 421
0.16%		 4,360
1.66%		 -
Director Max Fine
International Inc.		 - - - - 843 843 - - 843
0.32%		 843
0.32%		 - - - - - - - - 843
0.32%		 843
0.32%		 -
Representative：
TENG,FU-
PING		 - - - - - - 5 5 5
-%		 5
-%		 - 3,534 - 43 369 - 369 - 374
0.14%		 3,951
1.50%		 -
Independent
director		 SHIH,KUAN
G-HSUN		 720 720 - - - - 25 25 745
0.28%		 745
0.28%		 - - - - - - - - 745
0.28%		 745
0.28%		 -
Independent
director		 WANG,CHI
N-LAI		 720 720 - - - - 25 25 745
0.28%		 745
0.28%		 - - - - - - - - 745
0.28%		 745
0.28%		 -
Independent
director		 LEE,E-TAY 720 720 - - - - 25 25 745
0.28%		 745
0.28%		 - - - - - - - - 745
0.28%		 745
0.28%		 -
Total 2,160 2,160 - - 3,372 3,372 135 135 5,667
2.15%		 5,667
2.15%		 - 18,035 - 144 1,702 - 1,702 - 7,369
2.80%		 25,548
9.70%		 -

For the year 2025

Ⅱ、 Managers ：

In Thousands of NTD

Title Name Salary
(A)		 Salary
(A)		 Retirement pension
(B)		 Retirement pension
(B)		 Bonus and special expenses (C) Bonus and special expenses (C) Employees’ compensation
(D)		 Employees’ compensation
(D)		 Employees’ compensation
(D)		 Employees’ compensation
(D)		 The ratio of the total amount of A, B,
C and D to the net profit after tax
（%）		 The ratio of the total amount of A, B,
C and D to the net profit after tax
（%）		 Whether to
receive the
remuneration on
from the
subsidiary
company
The Company Companies in
the consolidated
financial
statement		 The Company Companies in
the consolidated
financial
statement		 The Company Companies in
the consolidated
financial
statement		 The Company Companies in the consolidated
financial statement		 The Company Companies in the
consolidated
financial statement
Cash
amount		 Stock
amount		 Cash
amount		 Stock
amount
General Manager CHUANG,MING-NAN - 3,952 - 48 - 406 1,297 - 1,297 - 1,297 5,703 -
0.37% 1.61%
Subsidiary
(grandson)
company
General Manager		 CHEN,CHING-JEN - 2,888 - 21 - 406 1,297 - 1,297 - 1,297 4,612 -
0.37% 1.31%
Vice General
Manager		 Edwin CHING-JEN - 2,045 - 60 - 311 536 - 536 - 536 2,952 -
0.15% 0.83%
Subsidiary
(grandson)
company
Vice General
Manager		 CHAO,WEI-CHOU - 3,135 - 33 - 467 894 - 894 - -
894 4,529
0.25% 1.28%
Subsidiary
(grandson)
company
Vice General
Manager		 TENG,FU-PING - 2,808 - 50 - 467 1,117 - 1,117 - -
1,117 4,442
0.31% 1.26%
Total - 14,828 - 212 - 2,057 5,141 - 5,141 - 5,141 22,238 -
1.45% 6.29%

For the year 2024

In Thousands of NTD

Title Name Salary
(A)		 Salary
(A)		 Retirement pension
(B)		 Retirement pension
(B)		 Bonus and special expenses (C) Bonus and special expenses (C) Employees’ compensation
(D)		 Employees’ compensation
(D)		 Employees’ compensation
(D)		 Employees’ compensation
(D)		 The ratio of the total amount of A, B,
C and D to the net profit after tax
（%）		 The ratio of the total amount of A, B,
C and D to the net profit after tax
（%）		 Whether to
receive the
remuneration on
from the
subsidiary
company
The Company Companies in
the consolidated
financial
statement		 The Company Companies in
the consolidated
financial
statement		 The Company Companies in
the consolidated
financial
statement		 The Company Companies in the consolidated
financial statement		 The Company Companies in the
consolidated
financial statement
Cash
amount		 Stock
amount		 Cash
amount		 Stock
amount
general manager CHUANG,MING-NAN - 5,153 - 48 - 594 466 - 466 - 466 6,261 -
0.18% 2.37%
Subsidiary
(grandson)
company
general manager		 CHEN,CHING-JEN - 4,254 - 20 - 594 466 - 466 - 466 5,334 -
0.18% 2.03%
vice general
manager		 Edwin CHING-JEN - 2,238 - 60 - 251 193 - 193 - 193 2,742 -
0.07% 1.04%
Subsidiary
(grandson)
company
vice general
manager		 CHAO,WEI-CHOU - 3,456 - 33 - 450 401 - 401 - -
401 4,340
0.15% 1.65%
Subsidiary
(grandson)
company
vice general
manager		 TENG,FU-PING - 3,100 - 43 - 434 369 - 369 - -
369 3,946
0.14% 1.50%
Total - 18,201 - 204 - 2,323 1,895 - 1,895 - 1,895 22,623 -
0.72% 8.59%

Note ： Net profit attributable to the parent company are NTD 353,351 thousands for the year 2025 and NTD 263,331 thousands for the year 2024, respectively. The amount and ratio of remuneration paid to directors and managers compare to peer is reasonable.

PCL TECHNOLOGIES, INC. 眾達科技股份有限公司 Comparison Table for MEMORANDUM AND ARTICLES OF ASSOCIATION 公司章程修正對照表

Article
No.
條次		 Current Memorandum and Articles of Association
(adopted by special resolution passed on 16 June
2025 )
現行之公司章程
（經2025 年6 月16 日特別決議通過）		 Proposed Amendments to Provisions of
Memorandum and Articles of Association		 Explanations
修正理由
擬修訂之公司章程條款
(anticipated to be adopted by resolution passed
on 8 June 2026)
（預計於2026 年6 月8 日決議通過）
49 於本公司股份已登錄興櫃或是在證券櫃檯買賣中心
或證交所上市之期間，董事會應編製股東會議事手
冊，記載該股東會之議程(包括所有擬於該股東會
決議之議題及事項)，並應依上市櫃法令許可之方
式將該議事手冊及其他相關資料於股東常會開會前
至少21 日前或股東臨時會開會前至少15 日前公
告，但本公司最近會計年度終了日實收資本額達新
台幣二十億元以上或最近會計年度召開股東常會股
東名簿記載之外資及陸資持股比率合計達百分之三
十(30%)以上者，應於股東常會開會30日前公告。
董事會並應於該股東會將該議事手冊分發給所有親
自或委託代理人出席的股東或法人股東之代表人。
For so long as the Shares are registered in the Emerging
Market or listed on the Taipei Exchange or TSE, the
Board shall prepare a manual setting out the agenda of
a general meeting (including all the subjects and matters
to be resolved at the meeting) and shall make public
announcement(s) in a manner permitted by the		 於本公司股份已登錄興櫃或是在證券櫃檯買賣中心
或證交所上市之期間，董事會應編製股東會議事手
冊，記載該股東會之議程(包括所有擬於該股東會
決議之議題及事項)，並應依上市櫃法令許可之方
式將該議事手冊及其他相關資料於股東常會開會前
至少~~21~~~~3~~0日前或股東臨時會開會前至少15日前公
告~~，但本公司最近會計年度終了日實收資本額達新~~
~~台幣二十億元以上或最近會計年度召開股東常會股~~
~~東名簿記載之外資及陸資持股比率合計達百分之三~~
~~十(30%)~~~~以上者，應於股東常會開會30~~~~日前公告。~~
董事會並應於該股東會將該議事手冊分發給所有親
自或委託代理人出席的股東或法人股東之代表人。
For so long as the Shares are registered in the Emerging
Market or listed on the Taipei Exchange or TSE, the
Board shall prepare a manual setting out the agenda of
a general meeting (including all the subjects and matters
to be resolved at the meeting)and shall makepublic		 To revise according to the
"Checking
List
of
Protecting
Rights
of
Foreign
Issuer's
Shareholders
in
the
Country of Registration"
promulgated by a TWSE
announcement
Tai-
Zheng-Shan-Second-No.
1151700475
dated
February 4, 2026.
依據證券交易所115 年2
月4 日臺證上二字第
1151700475 號公告之
「外國發行人註冊地國股
東權益保護事項檢查表」
修訂本條。

第 1 頁／共 2 頁

Article
No.
條次		 Current Memorandum and Articles of Association
(adopted by special resolution passed on 16 June
2025 )
現行之公司章程
（經2025 年6 月16 日特別決議通過）		 Proposed Amendments to Provisions of
Memorandum and Articles of Association		 Explanations
修正理由
擬修訂之公司章程條款
(anticipated to be adopted by resolution passed
on 8 June 2026)
（預計於2026 年6 月8 日決議通過）
Applicable Listing Rules to disclose the contents of
such manual together with other information related to
the said meeting at least twenty-one (21) days prior to
the date of annual general meetings and at least fifteen
(15) days prior to the date of extraordinary general
meetings. Nevertheless, the public announcement(s)
shall be made thirty (30) days prior to the date of the
annual general meeting, provided that the paid-in
capital of the end date of the last financial year reaches
NT$2 billion or more, or the sum of the foreign and
mainland
Chinese
shareholdings
stated
in
the
shareholder register of its annual general meeting held
in the immediately preceding year reaches 30% or more.
Such manual shall be distributed to all Shareholders
attending the general meeting in person, by proxy or by
corporate representative(s) (where the Shareholder is a
corporation) at the general meeting.		 announcement(s) in a manner permitted by the
Applicable Listing Rules to disclose the contents of
such manual together with other information related to
the said meeting at least~~twenty-one (21)~~ thirty (30)
days prior to the date of annual general meetings and at
least fifteen (15) days prior to the date of extraordinary
general
meetings.
~~Nevertheless,~~
~~the~~
~~public~~
~~announcement(s) shall be made thirty (30) days prior to~~
~~the date of the annual general meeting, provided that the~~
~~paid-in capital of the end date of the last financial year~~
~~reaches NT$2 billion or more, or the sum of the foreign~~
~~and mainland Chinese shareholdings stated in the~~
~~shareholder register of its annual general meeting held~~
~~in the immediately preceding year reaches 30% or more.~~
Such manual shall be distributed to all Shareholders
attending the general meeting in person, by proxy or by
corporate representative(s) (where the Shareholder is a
corporation) at the general meeting.

第 2 頁／共 2 頁

規章修訂對照表 Comparison Table

==> picture [136 x 46] intentionally omitted <==

Procedures for Derivative 修訂版本 v4-r0 頁次
規章編號 PTE-C2-017 規章名稱 Products Transactions
衍生性金融商品交易作業程序		 舊版版本 v3-r0 1/2
本次修訂重點
1. 依臺證上二字第1151700910號函(115.3.30)辦理，修訂後提董事會及股東常會通過。
規章編號 規章編號 PTE-C2-017 規章名稱 Procedures for Derivative
Products Transactions
衍生性金融商品交易作業程序		 Procedures for Derivative
Products Transactions
衍生性金融商品交易作業程序		 修訂版本 v4-r0 頁次
舊版版本 v3-r0 1/2
本次修訂重點
1. 依臺證上二字第1151700910號函(115.3.30)辦理，修訂後提董事會及股東常會通過。
頁次 舊版內容Current Content 修訂內容Content of Amendment
Article
第五條
Management (Hedging) Strategy經營(避險)策略
The Company conducts the Derivative Products
transactions
based
on
the
hedging
principles.
Accordingly, the types of the Derivative Products for
the transaction shall be related to the Company’s assets,
liabilities or anticipated impact caused by changes to
the prices, interest rates or exchange rates relating to
the import/export goods of the Company so as to
reduce the overall risk of the Company.
本公司從事衍生性商品交易係以避險為原則，因此
從事交易之衍生性商品種類，應與本公司已持有之
資產或負債或預期進出口交易因其相關之價格、利
率、匯率等因素變動而造成之影響有相關者，藉以
降低公司整體之風險。
……….






(增修)
Article
第五條
Management Strategy
經營策略
The Company conducts the Derivative Products
transactions based on the investing and hedging
principles. Accordingly, the types of the Derivative
Products for the transaction shall be related to the
expected changes to the share prices, interest rates or
exchange rates, etc. and anticipated impact caused by
changes to the prices, interest rates or exchange rates
relating to the import/export goods or bank loan of the
Company so as to increase profit or reduce the overall
risk of the Company
本公司從事衍生性商品交易係以投資及避險為原則，因
此從事交易之衍生性商品種類，應與本公司預期股價、
利率或匯率等變動及預期進出口交易或借款之價格、利
率、匯率等因素變動而造成之影響有相關者，藉以提升
公司獲利及降低公司整體之風險。
………..
Article 7
第七條
Transaction Limits契約總額
1. The total transaction amount for contract relating to
hedging operations cannot exceed the need for
foreign currency based on the actual amount of the
Company’s import and export operation. When
evaluation is conducted based on market value, the
amount of options contracts under which the
Company may be required to exercise the option
cannot exceed Twenty-five Million United States
Dollars. The approval of the Chairman is required
for any amount exceeding the above.
有關避險操作之契約總額以不超過公司實際進出口
之外幣需求總額為限，且以市價評估時，可能被要求
履約選擇權之數量不得超過美金貳仟伍佰萬元，若超
過上述金額，應呈報董事長核准之。
2. The financial staffs may prepare a proposed strategy
based on forecast on market changes for approval by
the Chairman to be used on transactions with
particular purposes; however, the net accumulative
hedging position may not exceed Twenty-five
Million United States Dollars. The approval of the
Board is required for any amount exceeding the
above pursuant to the strategic instruction given.
基於對市場變化狀況之預測，財務人員得依需要擬定
策略，提報董事長核准後進行特定用途之交易，惟淨
累積之部位以美金貳仟伍佰萬元為限，超過上述之金
額，需經董事會之同意，依照政策性之指示為之。















(增修)
Article 7
第七條
Transaction Limits and Authorize Limits
契約總額及授權額度
1. The contract amount for each investment operations
is limit of authority by the chairman if each contract
amount is below five Million United States Dollars,
and requires approval of the Board if each contract
amount is equal to or greater than five Million
United States Dollars. The total transaction amount
for contract relating to investing operations cannot
exceed Two Hundred Million United States Dollars.
每筆投資操作之契約金額如在美金伍佰萬以下為董
事長核准權限，如契約金額超過/等於美金伍佰萬則
需呈報董事會核准之。有關投資操作之契約總額以不
超過美金貳億元為上限。
2. The contract amount for each hedging operations is
limit of authority by the chairman if each contract
amount is below five Million United States Dollars,
and requires approval of the Board if each contract
amount is equal to or greater than five Million
United States Dollars. The total transaction amount
for contract relating to hedging operations cannot
exceed Twenty-five Million United States Dollars.
每筆避險操作之契約金額如在美金伍佰萬以下為董
事長核准權限，如契約金額超過/等於美金伍佰萬則
需呈報董事會核准之。有關避險操作之契約總額以不
超過美金貳仟伍佰萬元為上限。

==> picture [136 x 46] intentionally omitted <==

規章修訂對照表 Comparison Table

規章編號 規章編號 PTE-C2-017 規章名稱 Procedures for Derivative
Products Transactions
衍生性金融商品交易作業程序		 Procedures for Derivative
Products Transactions
衍生性金融商品交易作業程序		 修訂版本 v4-r0 頁次
舊版版本 v3-r0 2/2
頁次 舊版內容Current Content 修訂內容Content of Amendment
… ……. ……….
Article 8
第八條
Limits for Overall and a Single Contractual Loss全部
與個別契約損失上限
The Company conducts the Derivative Products
transaction based on the hedging principles. Where
the loss produced by fluctuations in market conditions
may be offset by the hedging assets or liabilities, the
hedging position of a transaction agreement with a
particular purpose may not exceed twenty percent of
the contract amount; if the loss cannot be entirely offset
by the hedging assets or liabilities, the hedging position
for the year cannot exceed twenty percent of the all
contract amount.
本公司從事衍生性商品交易係以避險為原則，因此市場
行情波動所產生的損失，可與被避險資產或負債產生抵
消的效果，若特定目的之交易契約以合約金額之百分之
二十為損失上限；如損失無法完全由被避險資產或負債
抵消時，年度損失上限金額為合約總額之百分之二十。
……….








Article 8
第八條
Limits for Overall and a Single Contractual Loss
全部與個別契約損失上限
The Company conducts the Derivative Products
transaction based on the investing and hedging
principles. Where the loss produced by fluctuations in
market conditions may be offset by the hedging assets
or liabilities, the hedging position of a transaction
agreement with a particular purpose may not exceed
twenty percent of the contract amount; if the loss
cannot be entirely offset by the hedging assets or
liabilities, the hedging position for the year cannot
exceed twenty percent of the all contract amount.
本公司從事衍生性商品交易係以投資及避險為原則，因
此市場行情波動所產生的損失，可與被避險資產或負債
產生抵消的效果，若特定目的之交易契約以合約金額之
百分之二十為損失上限；如損失無法完全由被避險資產
或負債抵消時，年度損失上限金額為合約總額之百分之
二十。
……….
(以下略) (以下略)

規章修訂對照表 Comparison Table

==> picture [136 x 46] intentionally omitted <==

PROCEDURAL RULES OF 修訂版本 v1-r5 頁次 規章編號 PTE-C2-007 規章名稱 GENERAL MEETING 股東會議事規則 舊版版本 v1-r4 1/1 本次修訂重點 1. 依據證券交易所 115 年 2 月 4 日臺證上二字第 1151700475 號公告之「外國發行人註冊地國股東權益保護事項 檢查表」修訂章程，並配合修訂本規則。 2. 本次修訂擬提董事會及最近期股東會通過。 頁次 舊版內容 Current Content 修訂內容 Content of Amendment Article 7 第七條 ( 增修 ) …… …… The Company shall prepare the notice of general The Company shall prepare the notice of general meetings, the proxy form, and the information relating meetings, the proxy form, and the information relating to the subject and description of proposals for to the subject and description of proposals for recognition and for discussion, election and/or recognition and for discussion, election and/or dismissal of directors and supervisors in the form of dismissal of directors and supervisors in the form of electronic file to be uploaded to the Market electronic file to be uploaded to the Market Observation Post System thirty (30) days before annual Observation Post System thirty (30) days before annual general meetings or fifteen (15) days before general meetings or fifteen (15) days before extraordinary general meetings. The meeting agenda extraordinary general meetings. The meeting agenda for general meetings and supplemental meeting for general meetings and supplemental meeting information shall be prepared in the form of electronic information shall be prepared in the form of electronic file to be uploaded to the Market Observation Post file to be uploaded to the Market Observation Post System twenty-one (21) days before annual general System thirty (30) days before annual general meetings meetings or fifteen (15) days before extraordinary or fifteen (15) days before extraordinary general general meetings. The meeting agenda for general meetings. The meeting agenda for general meetings and meetings and supplemental meeting information shall supplemental meeting information shall be ready for be ready for Shareholders' review at all time by fifteen Shareholders' review at all time by fifteen (15) days (15) days before general meetings, and such before general meetings, and such information shall be information shall be available at the Company and available at the Company and professional stock agent professional stock agent appointed by the Company. appointed by the Company and be distributed at general meetings.

本公司應於股東常會開會三十日前或股東臨時會開 本公司應於股東常會開會三十日前或股東臨時會開 會十五日前，將股東會開會通知書、委託書用紙、 會十五日前，將股東會開會通知書、委託書用紙、 有關承認案、討論案、選任或解任董事、監察人事 有關承認案、討論案、選任或解任董事、監察人事 項等各項議案之案由及說明資料製作成電子檔案傳 項等各項議案之案由及說明資料製作成電子檔案傳 送至公開信息觀測站。於股東常會開會二十一日前 送至公開信息觀測站。於股東常會開會三十日前或 或股東臨時會開會十五日前，將股東會議事手冊及 股東臨時會開會十五日前，將股東會議事手冊及會 會議補充資料，製作電子檔案傳送至公開信息觀測 議補充資料，製作電子檔案傳送至公開信息觀測 站。股東會開會十五日前，備妥當次股東會議事手 站。股東會開會十五日前，備妥當次股東會議事手 冊及會議補充資料，供股東隨時索閱，並陳列於本 冊及會議補充資料，供股東隨時索閱，並陳列於本 公司及其本公司委託之專業股務代理機構。 公司及其本公司委託之專業股務代理機構。 …… …… ( 以下略 ) ( 以下略 )

Annex I

PCL Technologies, Inc.

Evaluation Opinion on the Necessity and Rationality of Handling Private Equity Securities Plans

PCL Technologies, Inc. (hereinafter referred to as PCL or the company) On March 10, 2026, the board of directors resolved to proceed with the private placement of common shares (hereinafter referred to as the "current private placement"). The current private placement shall be formally implemented only after the resolution of the shareholders' meeting on June 8, 2026. According to the "Points for Attention for Public Companies Handling Private Placement of Securities", if there is a significant change in management rights within one year before the board of directors resolves to proceed with the private placement of securities and within one year from the delivery date of such securities, the securities underwriter shall be requested to issue an assessment opinion on the necessity and reasonableness of the private placement, which shall be included in the notice of the shareholders' meeting as a reference for shareholders' consent.

Due to the comprehensive reelection of directors at the shareholders' meeting of the company on June 16, 2025, where the number of director seats changed by more than one-third, and there was a significant change in management rights within one year prior to the private placement, which meets the criteria for significant changes in management rights as stipulated in Article 4, Paragraph 3 of the "Points for Attention for Public Companies Handling Private Placement of Securities," we hereby request this securities underwriter to issue an evaluation opinion on the necessity and reasonableness of the company's handling of this private placement case in accordance with the regulations.

The content of this opinion letter serves solely as a reference for the resolutions of the board of directors on March 10, 2026, and the shareholders' meeting on June 8, 2026, regarding this private placement case, and is not to be used for any other purposes. This opinion letter is based on the financial data provided by the company and the public information disclosed on the public information observatory. We hereby declare that we shall not be held legally responsible for any changes to the content of this opinion letter that may arise from future changes in the company's plans for this private placement case or other circumstances.

1、 The necessity and rationality evaluation of this private placement of securities

In order to introduce strategic investors to meet the capital needs for the company's long-term operational development in the future, PCL plans to conduct a domestic private placement for cash capital increase and issue common shares. The issuance limit is capped at no more than 10,000,000 shares, to be handled in four installments. This private placement is expected to be authorized to the board of directors after a resolution is passed at the shareholders' meeting. The basis for determining the issue price of the common shares in this private placement is based on the higher of the following two methods: "selecting one of the 1st, 3rd, or 5th business days prior to the pricing date to calculate the simple arithmetic average of the closing price of the common shares, deducting the ex-rights and ex-dividend of the free allotment shares, and adding back the anti-ex-rights after capital reduction, and the share price"; and "selecting the 30th business day prior to the pricing date to calculate the simple arithmetic average of the closing price of the common shares, deducting the ex-rights and ex-dividend of the free allotment shares, and adding back the anti-ex-rights after capital reduction, and the share price". The actual price will be set at no less than 80% of the reference price. The necessity and reasonableness of the company's private placement are explained as follows:

（1） The necessity of handling private equity

PCL was established in October 2007 and is registered in the British Cayman Islands, where it has no substantial economic activities. The main operating entities of the group are located in China and Malaysia. As a leading manufacturer specializing in the design and optoelectronic manufacturing services for global key optoelectronic transmission components mass production technology, it provides complete product process technology solutions. Its series of products include optical transceivers, fiber channel modules, optical receivers, and optical sub-module components, which are

Annex I

widely used in high-speed bandwidth transmission in fields such as network communication, cloud computing, wireless communication, and telecommunications equipment.

Cloud computing services rely on stable and high-bandwidth networks for data transmission, as well as large backend computing rooms or data centers for computation and storage. Therefore, in response to the significant increase in data transmission volume caused by consumers using cloud services, telecommunications operators have seen a substantial rise in the demand for updating or adding related communication transmission equipment. Meanwhile, network service providers, in order to provide cloud services to users, need to expand data centers to meet the centralized computing and storage demands arising from cloud computing. The storage area networks (SANs) established within these data centers utilize Fibre Channel technology for data transmission, further increasing the demand for optical communication components. According to a report by The Business Research Company, driven by the demand for data center expansion among cloud service providers, the global hyperscale data center market is estimated to grow from $120.9 billion in 2025 to $281.1 billion by 2030, with a compound annual growth rate (CAGR) of 18.4%.

In recent years, various cloud services for the internet have emerged, including cloud based hard disk storage, online music and video playback, and cloud based image processing services. Users need to use cloud computing services regardless of their location, whether they are currently on the go or connected to the internet via a smartphone. Therefore, with the significant growth in demand for cloud computing in the internet, the size of the laser communication market has been increasing year by year. According to research firm KBV Research, the global fiber optic component market is estimated to reach $36.3 billion by 2027, with a compound annual growth rate of 8.1% from 2021 to 2027, and the overall market is maintaining a stable growth trend.

In recent years, with the rise of various cloud services on networks, including cloud hard drive storage, online music and video streaming, and cloud-based image processing, users require cloud computing services regardless of whether they are at a fixed location, on the move, or connecting to the internet via smartphones. Consequently, the substantial growth in demand for network cloud computing has also spurred the steady annual increase in the scale of the optical communication market. According to estimates by research firm KBV Research, the global optical fiber component market is projected to reach $36.3 billion by 2027, with a compound annual growth rate of 8.1% from 2021 to 2027, indicating a trend of stable market growth.

The company boasts years of research, development, and production experience in the field of optical communication components. Leveraging its exceptional optical component packaging and related production technologies, it has long assisted clients in mass-producing products to their required specifications. In response to the future demand for high-speed optical transceiver modules driven by the wave of data center construction and the commercialization of 5G mobile communications, the company will continue to invest in the research and development of related products, strive to reduce product costs, enhance product stability, and simultaneously develop other advanced products and technologies to diversify its product range and meet customer needs.

It is hoped that through collaboration with strategic investors via industrial vertical integration, horizontal integration, or joint research and development of products or markets, the company can enhance its technology, improve product quality, reduce costs, boost efficiency, expand its market share, rapidly elevate its product manufacturing and design capabilities, and continue to advance towards the deployment of high-end processes and product lines to increase product added value. In light of this, the introduction of strategic investors this time will not only meet the company's long-term capital requirements for future operational development but is also expected to strengthen its financial structure, enhance its competitiveness, and improve operational performance. Apart from the relatively quick, simple, and timely nature of this capital-raising method, it will also save interest expenses, avoid excessive reliance on borrowing from financial institutions, and increase flexibility in capital utilization. This will have a positive impact on future operations and profitability. Therefore, it is indeed necessary for the company to raise funds and introduce strategic investors by issuing common shares through private placement in accordance with relevant laws and regulations.

（2） Rationality of handling private placement

Annex I

Based on the proposal data from the company's board meeting held on March 10, 2026, the content of the agenda discussions, issuance procedures, determination of private placement prices, and methods for selecting specific individuals comply with the Securities and Exchange Act and relevant regulations, with no significant irregularities observed. After the board of directors approved this private placement on March 10, 2026, the company announced it on the same day. Furthermore, it plans to enumerate and explain matters related to the privately placed securities in the reasons for convening the general shareholders' meeting. Upon evaluation, its handling procedures are deemed lawful.

In terms of the reasonableness of the expected benefits, to achieve operational breakthroughs, the company needs to introduce capital to expand its operational scale, strengthen its financial structure, increase revenue, and generate profits. Considering the swift and straightforward nature of private placements, which facilitates the goal of attracting strategic investors, coupled with the regulation that privately placed securities cannot be freely transferred within three years, this ensures a long-term cooperative relationship between the company and strategic investors. Additionally, as the company must bear the transaction liquidity risk of privately placed securities, it is thus legally entitled to an appropriate proportion of liquidity premium compensation. Consequently, setting the issue price of this private placement of common shares at no less than 80% of the reference price is deemed reasonable. Furthermore, by authorizing the board of directors to handle private placements based on the company's actual operational needs, it will effectively enhance the company's mobility and flexibility in fundraising. Moreover, with the introduction of strategic investors, it will assist the company in exploring new markets and expanding its operational scale, which should positively contribute to the shareholders' equity of the company, making the expected benefits reasonable.

Regarding private placement subscribers, the selection criteria for subscribers in this private placement plan aim to identify strategic investors capable of assisting the company in enhancing its production and R&D capabilities, as well as expanding its range of new products. PCL hopes that by introducing strategic investors, it can leverage industrial horizontal integration or collaborative technological research to improve its technological capabilities, reduce costs, strengthen its competitiveness, and achieve stable operational growth. In summary, considering the intended use of funds and anticipated benefits of this private placement, the targeted investors, and the conditions for setting the subscription price, it is reasonable for the company to raise funds and introduce strategic investors through this private placement.

（3） The impact on the company's finances and shareholder equity

The company intends to use the funds raised from this private placement for capital expenditures or to bolster working capital, in order to meet the demands of future business growth. In addition to expanding operational scale and reducing capital costs, this will also strengthen the company's competitiveness and enhance operational efficiency. Therefore, with the timely and effective infusion of private placement funds, there will be positive effects on the company's overall financial position.

This time, the company has applied to its shareholders' meeting on June 8, 2026, for authorization to the board of directors to handle the private placement of common shares based on market conditions and the company's actual capital requirements. Currently, the company has 80,189,841 issued shares, including those from private placements of common shares for which public offerings have not yet been supplemented. After adding the 10,000,000 shares from this private placement, the total number of issued shares will reach a maximum of 90,189,841. The proportion of the total shares from this private placement to the post-placement equity is expected to be 11.09%. Furthermore, the company has been implementing corporate governance and introducing a professional manager system for years, and its main management team continues to operate normally. Therefore, the company's substantive management rights are not expected to undergo significant changes due to the comprehensive reelection of directors this time, and it will not have a significant impact on management rights. Additionally, this private placement can secure stable long-term capital and maintain financial flexibility. The regulation that privately placed securities cannot be freely transferred within three years will further ensure the long-term cooperation between the company and the aforementioned subscribers. The company is still actively seeking private placement targets. In the future, after conducting the private placement and introducing strategic investors, it is not expected to cause significant changes in management rights or have a negative impact on shareholders' equity.

Annex I

2、 Conclusion

In summary, PCL intends to introduce strategic investors by issuing common shares through private placement this time. In addition to raising funds necessary for future operational development, it can also enhance the company's competitiveness and improve operational performance by leveraging the experience, technology, or knowledge of the subscribers. Considering the timeliness of fundraising and the stable long-term equity participation cooperation, it will positively contribute to shareholders' equity. Therefore, it is indeed necessary and reasonable for the company to carry out this private placement.

In accordance with the "Guidelines for Public Companies Conducting Private Placements of Securities," this securities underwriter deems it necessary and reasonable for the company to proceed with this private placement, as resolved by the board of directors on March 10, 2026 (this private placement is subject to formal approval through a resolution at the shareholders' meeting on June 8, 2026).

Assessor: KGI Securities Co., Ltd

Person in charge: Huang Youling

March 9th, 2026 AD

(This seal is only for use by PCL in handling the evaluation opinions of private equity securities underwriters in 2026)

Annex J

PCL TECHNOLOGIES, INC. For the year 2026

Measures for the issuance of new shares that restrict employees' rights

(The fourth cumulative issue and the first issue of this year)

I. Purpose of issuance

In order to attract and retain the professional talents required by the company, enhance employees' loyalty and sense of belonging to the company, and jointly create higher corporate and shareholder benefits, our company has formulated the measures for the issuance of new shares with restricted employee rights in accordance with Paragraph 9 of Article 267 of the Company Act of the Republic of China, the "Criteria Governing the Offering and Issuance of Securities by Foreign Issuers" issued by the Financial Supervisory Commission, and the applicable provisions of Chapter IV of the "Criteria Governing the Handling of Offering and Issuance of Securities by Issuers."

II. Declaration and Issuance Period

The declaration and handling shall be completed in one or multiple times within one year from the date of the shareholders' meeting resolution. The issuance shall be conducted in one or multiple times within two years from the date of receipt of the effective notification of declaration from the competent authority. The actual issuance date shall be authorized and determined by the chairman of the board.

III. Qualifications of Employees and the Number of Shares Eligible for Allocation or Subscription

  • 3.1. The eligibility to be allocated restricted employee equity new shares is limited to full-time regular employees of the company and its domestic or foreign controlling or subsidiary companies who are already on the job on the issue date. The term "controlling or subsidiary companies" is defined in accordance with the criteria set forth in Article 369-2, Article 369-3, Article 369-9, Paragraph 2, and Article 369-11 of the Company Act.

  • 3.2. The employees who are actually allocated restricted employee rights new shares and the quantity of restricted employee rights new shares allocated to them will be determined by the operating supervisor after considering various conditions such as length of service, job grade, job performance, overall contribution, or special merits, and upon review and approval, will be subject to the chairman's approval before being submitted to the board of directors for resolution; provided, however, that directors and/or managers who are also employees shall first obtain the consent of the Remuneration Committee; employees who are neither directors nor managers shall first obtain the consent of the Audit Committee. The criteria for consideration include the following:

  • (1) The annual performance evaluation result reaches grade B (inclusive) or above.

  • (2) For outstanding performance in project work or making significant contributions to the company.

  • (3) Reported by the department head as beneficial to the company's operational growth. (4) Possess special work skills required by the company.

  • (5) Annual Outstanding Employee.

  • 3.3. The total number of shares subscribable through the employee stock option certificates issued to a single employee in accordance with Paragraph 1, Article 56-1 of the "Guidelines for Handling the Offering and Issuance of Securities by Issuers," when combined with the total number of new shares with restricted employee rights previously acquired by that employee, shall not exceed 0.3% of the company's total issued shares. Furthermore, when combined with the total number of shares subscribable through the employee stock option certificates issued to a single employee under Paragraph 1, Article 56 of the "Guidelines for Handling the Offering and Issuance of Securities by Issuers," it shall not exceed 1% of the company's total issued shares. In the event that the competent authority updates its regulations regarding the number of new shares with restricted employee rights that a single employee may acquire, the updated laws and regulations of the competent authority shall be followed.

IV. Total Number of Issues

The total issuance amount of the new shares with restricted employee rights is NT$5,000,000, with a par value of NT$10 per share, totaling 500,000 ordinary shares issued.

Annex J

V. Terms of Issuance

  • 5.1. Issue Price: Issued free of charge, NT$0 per share.

  • 5.2. Vested conditions and periods: Starting from the expiration of one year after an employee is allocated restricted new shares for employees' rights (the base date for capital increase), if the employee remains employed upon the expiration of each vested period, the proportion of shares for which the vested conditions are met respectively is as follows:

  • 5.2.1. The batch vesting periods are as follows:

  • (A) 50% upon completion of one year of service after allocation

  • (B) 50% upon completion of two years of service after allocation

  • (C) If an employee violates the labor contract, work rules, or the provisions of these issuance regulations after being allocated restricted employee rights shares by the company, the company has the right to reclaim without compensation and cancel the restricted employee rights shares for which the employee has not yet met the vesting conditions.

  • 5.3. Type of shares to be issued: New ordinary shares of the company.

  • 5.4. When employees do not meet the vesting conditions or in the event of inheritance, the following measures shall be taken:

  • 5.4.1. Resignation or failure to meet performance standards:

When an employee resigns, is laid off, is dismissed, or fails to meet performance targets for any reason, they will forfeit their eligibility to receive restricted employee equity shares that have not yet met vesting conditions from the effective date of such events. The company will lawfully reclaim these shares free of charge and proceed with their cancellation.

  • 5.4.2. Retirement:

Employees allocated restricted employee rights new shares under these regulations who subsequently retire and have not met the prescribed vesting conditions by the effective date of retirement shall be deemed to have met the vesting conditions in accordance with the respective service condition periods outlined in Article 5.2.1 and the stated proportions, upon the expiration of one year from the retirement date or the capital increase benchmark date granted at that time (whichever date is later).

  • 5.4.3. General deaths:

For restricted employee equity shares that have not met the vesting conditions, they shall be deemed as not having met the vesting conditions on the date of the employee's death. The company will reclaim these shares free of charge in accordance with the law and proceed with their cancellation.

  • 5.4.4. Those disabled or deceased due to occupational disasters:

If an employee is unable to continue working and resigns due to disability caused by an occupational injury, all vested conditions shall be deemed to have been met as of the effective date of the employee's resignation. If an employee dies as a result of an occupational injury, for the restricted employee rights shares that have not yet met the vested conditions, all vested conditions shall be deemed to have been met as of the date of the employee's death, and the heirs may apply to receive the shares they are entitled to inherit upon completion of the legally required procedures and provision of relevant supporting documents.

  • 5.4.5. Leave without pay:

For employees on unpaid leave of absence with special approval from the company, regarding the restricted employee rights new shares for which vesting conditions have not yet been met, the tenure period qualifying them to receive new shares shall be suspended from the effective date of the unpaid leave of absence, and their rights shall be restored upon resumption of duty. However, the number of shares they are eligible to receive in the year of resuming their original position shall be calculated on a pro-rata basis according to the period of their employment and provision of labor services, and shall be granted in accordance with the performance evaluation results as stipulated in Clause 5.4.7 of this article.

5.4.6. Job Transfer:

When an employee is transferred to an affiliated company or other subsidiaries, their restricted employee equity shares with unmet vesting conditions shall be handled in the same manner as those for departing employees. However, for employees transferred at the company's request, the Chairman may approve the acquisition of such shares, provided that the employee remains employed by the affiliated company or other subsidiaries within the timeframes specified in Clause 5.2.1 of this article.

5.4.7. Others:

Employees should abide by the company's work rules and achieve both the company's overall and individual targets. Their assessment results for the current year, based on the company's performance evaluation standards, must be Grade B or above. Otherwise, they will be deemed as not meeting the vesting conditions, and the company will lawfully recover these shares free of charge and proceed with their cancellation.

Annex J

  • 5.5. For the restricted employee rights new shares that have met the vested conditions and are eligible for issuance, if, due to the company's operational needs, the employee or their heir(s) are required to cooperate in the share issuance procedures, the employee or their heir(s) shall cooperate in completing the relevant share issuance procedures within one year from the date of notification by the company in accordance with these regulations.

VI. Restricted rights before meeting the vested conditions after being allocated new shares

6.1. The restricted new shares allocated to employees under these measures shall, prior to the fulfillment of vested conditions, be fully delivered to an institution designated by the company for trust custody, and employees shall cooperate in completing all procedures and signing relevant documents. Prior to the fulfillment of vested conditions, employees shall not, for any reason or by any means, request the trustee to return the restricted new shares.

6.2. Apart from the restrictions stipulated in the trust custody agreement mentioned previously, before the restricted employee rights new shares allocated to employees under these measures meet the vested conditions, such shares shall not be sold, mortgaged, transferred, gifted, pledged, or disposed of in any other manner, except through inheritance.

6.3. Prior to the fulfillment of vested conditions, the restricted employee rights new shares allocated to employees under these regulations shall have the same rights as the ordinary shares already issued by the company, including but not limited to rights to receive dividends, bonuses, and capital reserves allocations, subscription rights for cash capital increases, voting rights, etc.

6.4. The rights to attend, propose agendas, make speeches, and vote at shareholders' meetings shall be exercised in accordance with the trust custody agreement.

VII. Procedures for Allocation of New Shares

  • 7.1. When the company issues new shares that restrict employees' rights, the number of shares subscribed by employees will be recorded in the company's shareholder register. The shares subscribed under these regulations will be entrusted to an institution designated by the company for safekeeping before employees meet the vested conditions. The company or a person designated by the company will act as an agent to sign and amend trust-related agreements on behalf of all subscribing employees with the trust institution and handle all relevant trust affairs with full authority.

  • 7.2. The restricted new shares issued by the company in accordance with these regulations shall undergo alteration registration in accordance with the law. The chairman of the board is authorized to determine relevant operational matters such as the actual grant reference date and the reference date for the issuance of new shares for each instance.

VIII. Confidentiality and Restrictive Clauses

  • 8.1. Employees allocated restricted employee equity new shares shall strictly adhere to the company's confidentiality regulations and must not inquire about others' subscription quantities or disclose their own subscription quantities and all related information. In the event of a violation that the company deems serious, for restricted employee equity new shares that have not yet met the vesting conditions, the company reserves the right to reclaim these shares free of charge and proceed with their cancellation.

IX. Other Important Matters

  • 9.1. These measures shall take effect upon approval by more than half of the attending directors, provided that over two-thirds of the directors are present at the board meeting, and after being reported to and approved by the competent authority. The same applies to amendments made prior to issuance. If, during the submission and review process, amendments are required due to the review demands of the competent authority, the Chairman of the Board is authorized to revise these measures, and subsequent issuance shall only occur after obtaining retroactive approval from the board.

  • 9.2. All taxes incurred by employees due to the fulfillment of vested conditions shall be handled in accordance with the relevant tax laws and regulations of the Republic of China at that time.

  • 9.3. For any matters not fully covered herein, they shall be handled in accordance with relevant laws and regulations, and the board of directors or its authorized person(s) shall be fully authorized to amend or implement them in accordance with relevant laws and regulations.

THE COMPANIES ACT (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

PCL TECHNOLOGIES, INC. 眾達科技股份有限公司

==> picture [70 x 69] intentionally omitted <==

Filed: 25-Jun-2025 16:48 EST Auth Code: J35169891081

www.verify.gov.ky File#: 197220

THE COMPANIES ACT (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

PCL TECHNOLOGIES, INC. 眾達科技股份有限公司

(Adopted by Special Resolution passed on June 16, 2025)

  1. The name of the Company is PCL Technologies, Inc. 眾達科技股份有限公司 (the " Company ").

  2. The registered office of the Company shall be at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY11002, Cayman Islands or at such other place as the Directors may from time to time decide.

  3. The objects for which the Company is established are unrestricted.

The Company have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Act of the Cayman Islands (as amended) (the " Law ").

  1. The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27(2) of the Law.

  2. The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

  3. The liability of the Shareholders of the Company is limited to the amount, if any, unpaid on the share respectively held by them.

  4. The capital of the Company is NT$5,000,000,000 divided into 500,000,000 Common Shares of a nominal or par value of NT$10 and should not be converted to non par-value shares each provided always that subject to the Law and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

  5. The Company may exercise the power contained in Section 206 of the Law to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction.

==> picture [70 x 69] intentionally omitted <==

1

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

TABLE OF CONTENTS

CLAUSE PAGE

TABLE A.................................................................................................................................................. 1 INTERPRETATION ................................................................................................................................. 1 PRELIMINARY ........................................................................................................................................ 5 SHARES.................................................................................................................................................. 5 PRIVATE PLACEMENT .......................................................................................................................... 8 MODIFICATION OF RIGHTS ................................................................................................................. 8 CERTIFICATES ...................................................................................................................................... 9 FRACTIONAL SHARES .......................................................................................................................... 9 TRANSFER OF SHARES ....................................................................................................................... 9 TRANSMISSION OF SHARES ............................................................................................................. 10 VOTING ON RESOLUTION .................................................................................................................. 11 REDEMPTION AND PURCHASE OF SHARES................................................................................... 12 TREASURY SHARES ........................................................................................................................... 13 CLOSING REGISTER OR FIXING RECORD DATE ............................................................................ 14 GENERAL MEETINGS ......................................................................................................................... 15 NOTICE OF GENERAL MEETINGS .................................................................................................... 15 PROCEEDINGS AT GENERAL MEETINGS ........................................................................................ 17 VOTES OF SHAREHOLDERS ............................................................................................................. 18 PROXY AND PROXY SOLICITATION ................................................................................................. 20 CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS ............................................... 21 DIRECTORS ......................................................................................................................................... 21 DIRECTORS’ FEES AND EXPENSES ................................................................................................. 23 ALTERNATE ......................................................................................................................................... 23 POWERS AND DUTIES OF DIRECTORS ........................................................................................... 24 BORROWING POWERS OF DIRECTORS .......................................................................................... 25 THE SEAL ............................................................................................................................................. 25 DISQUALIFICATION OF DIRECTORS ................................................................................................ 25 PROCEEDINGS OF DIRECTORS ....................................................................................................... 26 AUDIT COMMITTEE ............................................................................................................................. 29 DIVIDENDS ........................................................................................................................................... 31 ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION ................................................. 32 INTERNAL AUDIT ................................................................................................................................. 33 CAPITALISATION OF RESERVES ...................................................................................................... 33 PUBLIC TENDER OFFER .................................................................................................................... 33 SHARE PREMIUM ACCOUNT ............................................................................................................. 33 NOTICES .............................................................................................................................................. 34 INFORMATION ..................................................................................................................................... 35 INDEMNITY OR INSURANCE .............................................................................................................. 35 i

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

FINANCIAL YEAR ................................................................................................................................. 35 WINDING- UP ....................................................................................................................................... 35 AMENDMENT OF ARTICLES OF ASSOCIATION............................................................................... 36 REGISTRATION BY WAY OF CONTINUATION.................................................................................. 36 LITIGIOUS AND NON-LITIGIOUS AGENT .......................................................................................... 36

==> picture [70 x 69] intentionally omitted <==

ii

Filed: 25-Jun-2025 16:48 EST Auth Code: J35169891081

www.verify.gov.ky File#: 197220

THE COMPANIES ACT (AS AMENDED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

PCL TECHNOLOGIES, INC. 眾達科技股份有限公司

(Adopted by Special Resolution passed on June 16, 2025)

TABLE A

The Regulations contained or incorporated in Table 'A' in the First Schedule of the Law shall not apply to PCL Technologies, inc. 眾達科技股份有限公司 (the " Company ") and the following Articles shall comprise the Articles of Association of the Company.

INTERPRETATION

  1. In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context:

" Acquisition " refers to an act wherein a company acquiring shares, business or assets of another company in exchange for shares, cash or other assets;

" Affiliated Company " means with respect to any affiliated company as defined in the Applicable Listing Rules;

" Applicable Listing Rules " means the relevant laws, regulations, rules and code as amended, from time to time, applicable as a result of the original and continued trading or listing of any Shares on any Taiwan stock exchange or securities market, including, without limitation the relevant provisions of Taiwan Company Act, Securities and Exchange Act, Business Mergers And Acquisitions Act, the Acts Governing Relations Between Peoples of the Taiwan Area and the Mainland Area, or any similar statute and the rules and regulations of the Taiwan authorities thereunder, and the rules and regulations promulgated by the Financial Supervisory Commission, the Taipei Exchange or the Taiwan Stock Exchange;

" Articles " means these articles of association of the Company, as amended or substituted from time to time;

" Audit Committee ” means the audit committee of the Company formed by the Board pursuant to Article 118 hereof, or any successor audit committee;

“ Book-Entry Transfer ” means a method whereby the issue, transfer or delivery of Shares is effected electronically by debit and credit to accounts opened with securities firms by Shareholders, without delivering physical share certificates. If the Shareholder has not opened an account with a securities firm, the Shares delivered by Book-Entry Transfer shall be recorded in the entry sub-account under the Company’s account with the securities central depositary in Taiwan;

“ Capital Reserves ” means the share premium account, income from endowments received by the Company, capital redemption reserve, profit and loss account and other reserves generated in accordance with generally accepted accounting principles.

“ Chairman ” has the meaning given thereto in Article 82;

==> picture [70 x 69] intentionally omitted <==

1

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

" Class " or " Classes " means any class or classes of Shares as may from time to time be issued by the Company;

" Commission " means Financial Supervisory Commission of Taiwan or any other authority for the time being administering the Securities and Exchange Act of Taiwan;

" Common Share " means a common share in the capital of the Company of NT$10 nominal or par value issued subject to and in accordance with the provisions of the Law and these Articles, and having the rights and being subject to restrictions as provided for under these Articles with respect to such Share;

" Constituent Company " means an existing company that is participating in a Merger with one (1) or more other existing companies within the meaning of the Law;

"Delisting" means (a) the delisting of the Shares registered or listed on any Taiwan stock exchange or securities market as a result of a Merger in which the Company will dissolve, general assumption (as defined in the Applicable Listing Rules), Share Swap (as defined in the Applicable Listing Rules) or Spin-off; and (b) the shares of the surviving company in the Merger, the transferee company in the general assumption or the existing company or newlyincorporated company in the Share Swap or Spin-off will not be registered or listed on any Taiwan stock exchange or securities market;

" Directors " and " Board of Directors " and " Board " means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof;

" electronic " shall have the meaning given to it in the Electronic Transactions Law (as amended) of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefore;

" electronic communication " means transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than twothirds (2/3) of the vote of the Board;

" Emerging Market " means the emerging market board of Taipei Exchange in Taiwan;

“ Family Relationship within Second Degree of Kinship ” in respect of a natural person, means another natural person who is related to the first person either by blood or by marriage of a member of the family and within the second degree to include but not limited to the parents, siblings, grandparents, children and grandchildren of the first person as well as the first person's spouse’s parents, siblings and grandparents;

“ Guidelines Governing Election of Directors ” means guidelines governing election of Directors of the Company, as amended or substituted from time to time as prescribed in the Applicable Listing Rules;

" Indemnified Person " has the meaning given thereto in Article 152;

" Independent Director " means a director who is an independent director as defined in the Applicable Listing Rules;

" Law " means the Companies Act of the Cayman Islands (as amended);

“ Legal Reserves ” the legal reserve allocated in accordance with the Applicable Listing Rules;

" Memorandum of Association " means the memorandum of association of the Company, as amended or substituted from time to time;

==> picture [70 x 69] intentionally omitted <==

2

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

" Merger " means the merging of two (2) or more Constituent Companies and the vesting of their undertaking, property and liabilities in one (1) of such companies as the Surviving Company within the meaning of the Law;

" MOEA " means Ministry of Economic Affairs of Taiwan being administering the Company Act of Taiwan and relevant corporate matters in Taiwan;

" Office " means the registered office of the Company as required by the Law;

" Ordinary Resolution " means a resolution passed by a simple majority of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Shareholder is entitled;

" paid up " means paid up as to the par value and any premium payable in respect of the issue of any Shares and includes credited as paid up;

" Person " means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires;

“ preferred Shares ” has the meaning given thereto in Article 10;

“ Procedural Rules of Board Meetings ” means procedural rules of the Board meetings of the Company, as amended or substituted from time to time as prescribed in the Applicable Listing Rules;

“ Procedural Rules of General Meetings ” means procedural rules of the general meetings of the Company, as amended or substituted from time to time as prescribed in the Applicable Listing Rules;

" Register " or “ Register of Members ” means the register of Members of the Company required to be kept pursuant to the Law;

" Republic of China " or " Taiwan " means the Republic of China, its territories, its possessions and all areas subject to its jurisdiction;

“ Retained Earnings ” means the sums including but not limited to the Legal Reserves, Special Reserves, and unappropriated earnings;

“ Rules of Audit Committee ” means rules of Audit Committee of the Company, as amended or substituted from time to time as prescribed in the Applicable Listing Rules;

" Seal " means the common seal of the Company (if adopted) including any facsimile thereof;

" Secretary " means any Person appointed by the Directors to perform any of the duties of the secretary of the Company;

" Share " means a share in the capital of the Company. All references to "Shares" herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression "Share" shall include a fraction of a Share;

"Share Exchange" means that a company issues new shares to another company in exchange for part of issued shares in that company as the consideration;

" Shareholder " or " Member " means a Person who is registered as the holder of Shares in the Register;

==> picture [70 x 69] intentionally omitted <==

" Share Premium Account " means the share premium account established in accordance with these Articles and the Law;

3

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

" Shareholders’ Service Agent " means the agent licensed by Taiwan authorities to provide certain shareholders services in accordance with the Applicable Listing Rules to the Company;

"Share Swap" means that a company transfers all its issued shares to another company in exchange for shares, cash or other assets in that company as the consideration for shareholders of the transferring company;

" signed " means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication;

"Special Reserves" means the reserve allocated from Retained Earnings in accordance with the Applicable Listing Rules, or resolutions of shareholders meetings;

" Special Resolution " means a special resolution of the Company passed in accordance with the Law, being a resolution passed by a majority of not less than two-thirds (2/3) of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Shareholder is entitled;

" Spin-off " refers to an act wherein a transferor company transfers all of its independently operated business or any single independently operated business to an existing or a newly incorporated company as consideration for that existing transferee company or newly incorporated transferee company to issue new shares to the transferor company or to shareholders of the transferor company;

" Supermajority Resolution Type A " means a resolution passed by Shareholders, as being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, such Shareholders holding not less than half of the Shares held by all Shareholders attending that meeting, and such meeting attended by Shareholders holding not less than two-thirds (2/3) of all issued Shares of the Company;

" Supermajority Resolution Type B " means where the Shareholders attending the general meeting are holding less than two-thirds (2/3) of all issued Shares of the Company entitled to vote thereon as required under the Supermajority Resolution Type A, a resolution passed by Shareholders, as being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, such Shareholders holding not less than two-thirds (2/3) of the Shares held by all Shareholders attending that meeting, and such meeting attended by Shareholders holding not less than half of all issued Shares of the Company;

"Supermajority Special Resolution" means a Special Resolution approved by the Shareholders holding at least two-thirds (2/3) of the Shares in issue at the time of the general meeting;

" Surviving Company " means the sole remaining Constituent Company into which one (1) or more other Constituent Companies are merged within the meaning of the Law;

" Taipei Exchange " means the Taipei Exchange in Taiwan;

" Treasury Shares " means Shares that were previously issued but were purchased, redeemed or otherwise acquired by the Company and not cancelled, in accordance with these Articles, the Law and the Applicable Listing Rules; and

“ TSE ” means the Taiwan Stock Exchange.

  1. In these Articles, save where the context requires otherwise:

==> picture [70 x 69] intentionally omitted <==

4

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

  • (a) words importing the singular number shall include the plural number and vice versa;

  • (b) words importing the masculine gender only shall include the feminine gender and any Person as the context may require;

  • (c) the word "may" shall be construed as permissive and the word "shall" shall be construed as imperative;

  • (d) reference to a statutory enactment shall include reference to any amendment or reenactment thereof for the time being in force;

  • (e) reference to any determination by the Directors shall be construed as a determination by the Directors in their absolute discretion and shall be applicable either generally or in any particular case; and

  • (f) reference to "in writing" shall be construed as written or represented by any means reproducible in writing, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or transmission for writing or partly one (1) and partly another.

  • Subject to the last two preceding Articles, any words defined in the Law shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

PRELIMINARY

  1. The business of the Company may be commenced at any time after incorporation.

  2. The Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.

  3. The preliminary expenses incurred in the formation of the Company and in connection with the issue of Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the amount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine.

  4. The Board of Directors shall keep, or cause to be kept, the Register which may be kept in or outside the Cayman Islands at such place as the Board of Directors may from time to time determine and, in the absence of any such determination, the Register shall be kept at the Office.

SHARES

  1. Subject to these Articles, all Shares for the time being unissued shall be under the control of the Directors who may :

  2. (a) issue, allot and dispose of the same to such Persons, in such manner, on such terms and having such rights and being subject to such restrictions as they may from time to time determine; and

  3. (b) grant options with respect to such Shares and issue warrants or similar instruments with respect thereto;

and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued.

  1. The Directors may authorise the division of Shares into any number of Classes and the different Classes shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting,

5

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes (if any) shall be fixed and determined by the Directors.

  1. The Company may issue Shares with rights which are preferential to those of ordinary Shares issued by the Company (“ preferred Shares ”) with the approval of a majority of the Directors present at a meeting attended by two-thirds (2/3) or more of the total number of the Directors and with the approval of a Special Resolution. Prior to the issuance of any preferred Shares approved pursuant to this Article 10, these Articles shall be amended to set forth the rights and obligations of the preferred Shares, including but not limited to the following terms, and the same shall apply to any variation of rights of preferred Shares:

  2. (a) number of preferred Shares issued by the Company and the number of preferred Shares the Company is authorized to issue;

  3. (b) order, fixed amount or fixed ratio of allocation of dividends and bonus on preferred Shares;

  4. (c) order, fixed amount or fixed ratio of allocation of surplus assets of the Company;

  5. (d) order of or restriction on the voting right(s) (including declaring no voting rights whatsoever) of preferred Shareholders;

  6. (e) other matters concerning rights and obligations incidental to preferred Shares; and

  7. (f) the method by which the Company is authorized or compelled to redeem the preferred Shares, or a statement that redemption rights shall not apply.

  8. Subject to these Articles and the Applicable Listing Rules, the issue of new Shares of the Company shall be approved by a majority of the Directors present at a meeting attended by two-thirds (2/3) or more of the total number of the Directors. The issue of new Shares shall at all times be subject to the sufficiency of the authorised capital of the Company.

  9. Subject to Article 12A, the Company shall not issue any unpaid Shares or partly paid-up Shares. The Company shall not issue shares in bearer form.

  10. 12A. If a subscriber fails to pay any call or instalment of call with respect of any Shares on the day appointment for payment, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued, within a period of not less than 1 month from the date of the notice given by the Directors. The notice shall name a further day (not earlier than the expiration of aforesaid one month or longer period from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the Shares in respect of which the call was made will be liable to be forfeited. If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a determination of the Directors to that effect. A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the Shares forfeited, but his liability shall cease if and when the Company receives payment in full of the amount unpaid on the Shares forfeited. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified. Under the aforesaid circumstances, compensation for loss or damage, if any, may still be claimed against such defaulting Shareholder.

6

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

  1. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, upon each issuance of new Shares, the Directors may reserve not more than fifteen percent (15%) of the new shares for subscription by the employees of the Company and/or any Subsidiaries of the Company who are determined by the Board in its reasonable discretion. The term "Subsidiaries" above refers to the companies defined under No. 10 and No. 11 of the IFRS (i.e., International Financial Reporting Standards) and No. 28 of the IAS (i.e., International Accounting Standards).

  2. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, unless otherwise provided herein, in the Applicable Listing Rules or resolved by the Shareholders in general meeting by Ordinary Resolution, if at anytime the Board resolves to issue any new Shares, the Company shall, after reserving the portion of Shares for subscription by its employees and for public offering in Taiwan pursuant to Article 0 (if any) and Article 16 respectively, first offer such remaining new Shares by public announcement and a written notice to each then Shareholder for their subscriptions in proportion to the number of Shares held by them respectively. The public announcement and written notice shall state that if any Shareholder fails to subscribe for new Shares, his right shall be forfeited. Where a fractional percentage of the original Shares being held by a Shareholder is insufficient to subscribe for one new Share, the fractional percentages of the original Shares being held by several Shareholders may be combined for joint subscription of one (1) or more integral new Shares or for subscription of new Shares in the name of a single Shareholder. New Shares left unsubscribed by original Shareholders may be open for public offering or for subscription by specific person or persons through negotiation.

  3. The Shareholders’ pre-emptive right prescribed under Article 14 shall not apply in the event that new Shares are issued due to the following reasons or for the following purpose:

  4. (a) in connection with a Merger, Share Exchange or Share Swap with another company, or the Spin-off of the Company, or pursuant to any reorganization of the Company;

  5. (b) in connection with meeting the Company’s obligation under Share subscription warrants and/or options;

  6. (c) in connection with meeting the Company’s obligation under corporate bonds which are convertible bonds or vested with rights to acquire Shares;

  7. (d) in connection with meeting the Company’s obligation under preferred Shares vested with rights to acquire Shares;

  8. (e) in connection with bonus share as the employees’ remunerations;

  9. (f) in connection with the employee restricted shares; or

  10. (g) in connection with a private placement according to the Applicable Listing Rules.

  11. For so long as the Shares are registered in the Emerging Market, unless otherwise provided in the Applicable Listing Rules, where the Company increases its capital by issuing new Shares in Taiwan, the Company may allocate ten percent (10%) of the total amount of the new Shares to be issued, for offering in Taiwan to the public unless it is not deemed necessary or appropriate by the Commission, according to the Applicable Listing Rules, for the Company to conduct the aforementioned public offering. For so long as the Shares are listed on the Taipei Exchange or TSE, unless otherwise provided in the Applicable Listing Rules, where the Company increases its capital by issuing new Shares in Taiwan, the Company shall allocate ten percent (10%) of the total amount of the new Shares to be issued, for offering in Taiwan to the public unless it is not deemed necessary or appropriate by the Commission, according to the Applicable Listing Rules, for the Company to conduct the aforementioned public offering. Provided however, if a percentage higher than the aforementioned ten percent (10%) is resolved by an Ordinary Resolution to be offered, the percentage determined by such resolution shall prevail. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, unless otherwise provided in the Applicable Listing Rules, the Company shall obtain a prior approval of the

7

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

Commission and/or other competent authorities for any capital increase (ie., issue of new Shares) (whether inside Taiwan or outside Taiwan) in accordance with the Applicable Listing Rules.

  1. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, subject to the Applicable Listing Rules, the Company may, upon resolution by a majority votes at a meeting of the Board of Directors attended by two-thirds (2/3) or more of the Directors, adopt one (1) or more employee incentive programmes (such as employee stock option plan) pursuant to which options, warrants, or other similar instruments to acquire Shares may be granted to employees of the Company and/or any Subsidiaries of the Company to subscribe for Shares. The options, warrants, or other similar instruments to acquire Shares granted to any employee under any employee stock option plan shall be nontransferable, except to the heirs of the employees. The term "Subsidiaries" above refers to the companies defined under No. 10 and No. 11 of the IFRS (i.e., International Financial Reporting Standards) and No. 28 of the IAS (i.e., International Accounting Standards).

  2. 17B. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, the Company may, with the authority of either a Supermajority Resolution Type A or a Supermajority Resolution Type B, issue restricted shares for employees. In respect of the issuance of restricted shares for employees in the preceding paragraph, the number of shares to be issued, issue price, issue conditions and other matters shall be subject to the Applicable Listing Rules and the requirements of the Commission.

PRIVATE PLACEMENT

  • 17C. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, subject to the Applicable Listing Rules, the Company may by a resolution passed by at least two-thirds (2/3) of votes cast by Shareholders present at the general meeting with a quorum of more than half of the total number of the issued Shares at the general meeting carry out private placement of its securities to the following entities in Taiwan:

  • (a) banking enterprises, bill enterprises, trust enterprises, insurance enterprises, securities enterprises or any other legal entities or institutions approved by the Commission;

  • (b) individuals, legal entities or funds meeting the qualifications established by the Commission; and

  • (c) Directors, supervisors (if any) and managers of the Company or the Affiliated Companies.

For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, subject to the Applicable Listing Rules, a private placement of ordinary corporate bonds may be carried out in instalments within one (1) year of the date of the relevant resolution of the Board of Directors approving such private placement.

MODIFICATION OF RIGHTS

  1. Whenever the capital of the Company is divided into different Classes (such as the Common Shares and the preferred Shares), the rights attached to any such Class may (unless otherwise provided by the terms of issue of the Shares of that Class) only be materially adversely varied or abrogated (including but not limited to the circumstances where there is any amendment to these Articles which may be prejudicial to the rights of the holders of any preferred Shares) by: (i) a Special Resolution passed at a general meeting of holders of Common Shares; and (ii) a Special Resolution passed at a separate meeting of the holders of Shares of the relevant Class (such as the preferred Shares).

To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis , apply, except that the necessary quorum shall be one (1) or more Persons at least holding or representing by proxy one-half (1/2) of the issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those

8

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

Shareholders who are present shall form a quorum) and that, subject to the terms of issue of the Shares of that Class, every Shareholder of the Class shall on a poll have one (1) vote for each Share of the Class held by him.

  1. The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that Class, be deemed to be materially adversely varied or abrogated by, inter alia , the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them or the redemption or purchase of Shares of any Class by the Company.

CERTIFICATES

  1. The Company shall deliver Shares to the subscribers of new Shares by Book-Entry Transfer within thirty (30) days from the date the Shares may be issued pursuant to the Applicable Listing Rules and make public announcement prior to the delivery. So long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, the Company may issue the Shares in scriptless form provided that the Company shall register with the securities central depositary in Taiwan. No Person shall be entitled to a certificate for any or all of his/her Shares, unless the Directors shall determine otherwise.

FRACTIONAL SHARES

  1. Subject to these Articles, the Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one (1) fraction of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated.

TRANSFER OF SHARES

  1. Title to Shares which are registered in the Emerging Market or listed in the Taipei Exchange or the TSE may be evidenced and transferred in accordance with the Applicable Listing Rules. Subject to the Applicable Listing Rules, the Law and Article 40E, Shares issued by the Company shall be freely transferable, provided that any Shares reserved for issuance to the employees of the Company may be subject to transfer restrictions for a period of not more than two (2) years as the Directors may agree with such employees.

Subject to the Law and notwithstanding anything to the contrary in these Articles, Shares that are listed or admitted to trading on an approved stock exchange (as defined in the Law, including the Taipei Exchange and the TSE), may be evidenced and transferred in accordance with the rules and regulations of such exchange.

  1. The instrument of transfer of any Share shall be in any usual or common form or such other form as the Directors may, in their absolute discretion, approve or the form required by the Taipei Exchange or TSE (for so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE) and be executed by or on behalf of the transferor and if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares. The Register of Members maintained by the Company in respect of the Shares which are registered in the Emerging Market or listed in the Taipei Exchange or the TSE may be kept by recording the particulars required under the Law in a form otherwise than legible provided such recording otherwise complies with the laws applicable to the Emerging Market, Taipei Exchange or TSE and the Applicable Listing Rules. To the extent the Register of Members is kept in a form otherwise than legible it must be capable of being reproduced in a legible form.

==> picture [70 x 69] intentionally omitted <==

  1. The Board may decline to register any transfer of any Share unless:

9

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

  • (a) the instrument of transfer is lodged with the Company, accompanied by the certificate (if any) for the Shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

  • (b) the instrument of transfer is in respect of only one (1) class of Shares;

  • (c) the instrument of transfer is properly stamped, if required; or

  • (d) in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four (4).

This Article is not applicable during the period that the Shares are registered in the Emerging Market or listed in Taipei Exchange or TSE.

  1. The registration of transfers may be suspended when the Register is closed in accordance with Article 41.

  2. All instruments of transfer that are registered shall be retained by the Company, but any instrument of transfer that the Directors decline to register shall (except in any case of fraud) be returned to the Person depositing the same.

TRANSMISSION OF SHARES

  1. The legal personal representative of a deceased sole holder of a Share shall be the only Person recognised by the Company as having any title to the Share. In the case of a Share registered in the name of two (2) or more holders, the survivors or survivor, or the legal personal representatives of the deceased, shall be the only Person recognised by the Company as having any title to the Share.

  2. Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt Person could have made. If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects, but the Directors shall, in either case, have the same right to decline or suspend registration, and for so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, decline or suspend registration in accordance with the laws applicable to the Emerging Market, Taipei Exchange or TSE and the Applicable Listing Rules, , and for so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, decline or suspend registration in accordance with the laws applicable to the Emerging Market, Taipei Exchange or TSE and the Applicable Listing Rules, as they would have had in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy.

  3. A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company; provided however, that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the Share, and if the notice is not complied with within ninety (90) days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with. Notwithstanding the above, for so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, the Directors shall comply with the laws applicable to the Emerging Market, Taipei Exchange or TSE and the Applicable Listing Rules.

==> picture [70 x 69] intentionally omitted <==

10

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

VOTING ON RESOLUTION

  1. The Company may from time to time by Special Resolution increase the share capital by such sum, to be divided into Shares of such Classes and amount, as the resolution shall prescribe.

The Company may from time to time by Ordinary Resolution:

  • (a) consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;

  • (b) convert all or any of its paid up Shares into stock and reconvert that stock into paid up Shares of any denomination;

  • (c) subdivide its existing Shares, or any of them into Shares of a smaller amount; and

  • (d) cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.

  • The Company may also by Special Resolution:

  • (a) change its name;

  • (b) subject to the Law, reduce its share capital and any capital redemption reserve in any manner authorised by law; and

  • (c) effect a Merger of the Company in accordance with the Applicable Listing Rules and the Law.

For the avoidance of doubt, in case a Merger is a Delisting, Article 33A shall apply.

  1. The Company may also by either a Supermajority Resolution Type A or the Supermajority Resolution Type B:

  2. (a) enter into, amend, or terminate any contract for lease of its business in whole, or for entrusting business, or for regular joint operation with others;

  3. (b) transfer the whole or any material part of its business or assets;

  4. (c) take over the transfer of another's whole business or assets, which will have a material effect on the business operation of the Company;

  5. (d) effect any Spin-off of the Company in accordance with the Applicable Listing Rules;

  6. (e) grant waiver to the Director’s engaging in any business within the scope of the Company’s business;

  7. (f) issue restricted shares for employees pursuant to Article 17B;

  8. (g) distribute part or all of its dividends or bonus by way of issuance of new Shares, for the avoidance of doubts, the allotment of bonus shares in connection with the Employees' Remunerations and Directors’ Remunerations pursuant to Article 129 shall not require the approval of a Supermajority Resolution Type A or a Supermajority Resolution Type B; and

  9. (h) Share Swap.

  10. Subject to the Law, these Articles and the quorum requirement under the Applicable Listing Rules, with regard to the dissolution procedures of the Company, the Company shall pass;

==> picture [70 x 69] intentionally omitted <==

11

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

  • (a) either a Supermajority Resolution Type A or a Supermajority Resolution Type B, if the Company resolves that it be wound up voluntarily because it is unable to pay its debts as they fall due; or

  • (b) a Special Resolution, if the Company resolves that it be wound up voluntarily for reasons other than the reason stated in Article 33(a) above.

  • 33A The Company shall pass a Supermajority Special Resolution if the Company effects a Delisting in accordance with the Applicable Listing Rules.

  • Subject to the Law, in the event any of the resolutions with respect to the paragraph (a), (b), or (c) of Article 32 or Spin-off, Merger, Acquisition or Share Swap of the Company is adopted by general meeting, any Shareholder who has voted against such matter or forfeited his right to vote on such matter and expressed his dissent therefor, in writing or verbally (with a record) before or during the general meeting may request in writing the Company to purchase all of his Shares at the then prevailing fair price and specify the purchase price within twenty (20) days after the date of the resolution. In the event the Company fails to reach such agreement with the Shareholder within sixty (60) days after the date of the resolution, the Company shall apply to any competent court of Taiwan for a ruling on the fair price against all the dissenting shareholders as the opposing party within thirty (30) days after such sixty-day period, and Taiwan Taipei District Court may have the jurisdiction. To the extent that the ruling is capable of enforcement and recognition outside Taiwan, such ruling by such Taiwan court shall be binding and conclusive as between the Company and requested Shareholder solely with respect to the appraisal price.

The number of shares held by the shareholders who forfeited his right to vote shall not be counted toward the number of votes represented by the Shareholders present at a general meeting.

For the purpose of this Article 34, if the Company and any Shareholder reach an agreement about the price of the Shares to be repurchased by the Company, the Company shall pay for such agreed purchase price of Shares to be repurchased within ninety (90) days from the date of passing of the resolution by general meeting. In case no agreement as to the purchase price is reached, the Company shall pay the fair price as determined by the Company to such Shareholder within ninety (90) days from the date on which the resolution was adopted. If the Company fails to pay the agreed purchase price, the Company shall be deemed to agree to the price as requested by the Shareholder.

REDEMPTION AND PURCHASE OF SHARES

  1. Subject to the Law, the Applicable Listing Rules and these Articles, the Company is authorized to issue shares which are to be redeemed or are liable to be redeemed at the option of the Company or a Shareholder. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, the repurchase of the Shares by the Company shall be subject to the Applicable Listing Rules and the Cayman Islands law.

  2. The Company is authorised to make payments in respect of the redemption of its shares out of the funds lawfully available (including out of capital) in accordance with the Law and the Applicable Listing Rules.

  3. The redemption price of a redeemable Share, or the method of calculation thereof, shall be fixed by the Directors at or before issue of such Share. Subject to these Articles, every share certificate representing a redeemable share shall indicate that the share is redeemable.

==> picture [70 x 69] intentionally omitted <==

  1. Subject to the Applicable Listing Rules and Articles 38B and 39B, and with the sanction of an Ordinary Resolution authorising the manner and terms of purchase, the Directors may on

12

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

behalf of the Company purchase any share in the Company (including a redeemable share) by agreement with the Shareholder or pursuant to the terms of the issue of the share and may make payments in respect of such purchase in accordance with the Law, the Applicable Listing Rules and the Ordinary Resolution authorizing the manner and terms of purchase.

  • 38B. Subject to the Applicable Listing Rules, upon approval of a majority of Directors present at a Board meeting attended by two-thirds (2/3) of all Directors or more, the Company may repurchase its outstanding Shares listed on the Taipei Exchange or TSE. The resolutions of Board of Directors in the preceding paragraph and how such resolutions are implemented shall be reported to the Shareholders at the next general meeting. If the Company fails to accomplish the repurchase of its outstanding Shares listed on the Taipei Exchange or TSE as approved and anticipated by the resolutions of the Board of Directors, it shall be reported to the Shareholders at the next general meeting.

  • The redemption price or repurchase price may be paid in any manner authorised by the Law and these Articles. A delay in payment of the redemption price or repurchase price shall not affect the redemption or repurchase but, in the case of a delay of more than thirty (30) days, interest shall be paid for the period from the due date until actual payment at a rate which the Directors, after due enquiry, estimate to be representative of the rates being offered by Class A banks in the Cayman Islands for thirty day deposits in the same currency.

  • 39B. The Shares may only be cancelled in connection with a repurchase of Shares out of the share capital of the Company or any account or funds legally available therefor with the sanction of either the Supermajority Resolution Type A or the Supermajority Resolution Type B. The number of Shares to be repurchased and cancelled pursuant to a repurchase of Shares described in the preceding paragraph shall be pro rata among the Shareholders in proportion to the number of Shares held by each such Shareholder.

The amount payable to the Shareholders in connection with a repurchase of Shares out of the share capital of the Company or any account or funds legally available therefor may be paid in cash or by way of delivery of assets in specie (i.e., non-cash). The assets to be delivered and the amount of such substitutive share capital in connection with a repurchase of Shares out of the share capital of the Company or any account or funds legally available therefor shall be approved by either the Supermajority Resolution Type A or the Supermajority Resolution Type B and shall be subject to consent by the Shareholder receiving such assets. Prior to such general meeting, the Board of Directors shall have the value of assets to be delivered and the amount of such substitutive share capital in respect of repurchase of the Shares (as described in the preceding paragraph) be audited and certified by a certified public accountant in Taiwan.

TREASURY SHARES

  1. No share may be redeemed unless it is fully paid-up. Shares that the Company purchases, redeems or acquires (by way of surrender or otherwise) may, at the option of the Company, be immediately cancelled or held as Treasury Shares in accordance with the Law and Applicable Listing Rules. If the Board of Directors does not specify that the relevant Shares are to be held as Treasury Shares, such Shares shall be cancelled.

  2. 40B. No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company's assets (including any distribution of assets to members on a winding up) may be declared or paid in respect of Treasury Shares.

  3. 40C. The Company shall be entered into the Register as the holder of the Treasury Shares provided that:

  4. (a) the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void;

  5. (b) a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued Shares at any given time, whether for the purposes of these Articles or the Law, save that,

13

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

subject to the Applicable Listing Rules and the Law, an allotment of Shares as fully paid bonus shares in respect of a Treasury Shares is permitted and Shares allotted as fully paid bonus shares in respect of a Treasury Shares shall be treated as Treasury Shares.

  • 40D Subject to Article 40E and the Applicable Listing Rules, the Treasury Shares may be disposed of by the Company on such terms and conditions as determined by the Board of Directors. If the Treasury Shares having been repurchased by the Company is for the purpose of the transfer to employees under the Applicable Listing Rules, such employees may undertake to the Company to refrain from transferring such Shares during certain period with a maximum of two (2) years.

  • 40E. Subject to the Applicable Listing Rules, the transfer of Treasury Shares to its employees by the Company at a price lower than the average price at which the Treasury Shares were actually repurchased by the Company shall be approved at the next general meeting by a resolution passed by at least two-thirds (2/3) of votes of Shareholders attending the meeting with a quorum of more than half of the total issued Shares. The following matters shall be listed in the reasons for convening this general meeting and in no event shall such matters be proposed at the general meeting as ad hoc motions:

  • (a) transfer price determined, discount rate, calculation basis and fairness;

  • (b) number of Treasury Shares to be transferred, purpose and fairness;

  • (c) criteria of eligible employees and number of Treasury Shares that may be subscribed for; and

  • (d) impact on shareholders' rights: (i) the amount to be booked as expense of the Company and dilution of earnings per Share; and (ii) description of the Company's financial burden arising from the transfer of Treasury Shares to employees at a price lower than the average price at which the Treasury Shares were actually repurchased by the Company.

The accumulated number of Treasury Shares that have been transferred to employees as so approved at each general meetings shall not exceed five (5%) of the total issued Shares of the Company, and the accumulated number of Treasury Shares transferred to a single employee shall not exceed zero point five percent (0.5%) of the total issued Shares.

CLOSING REGISTER OR FIXING RECORD DATE

  1. For the purpose of determining those Members that are entitled to receive notice of, attend or vote at any meeting of Members or any adjournment thereof, or those Members that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Member for any other purpose, the Directors may provide that the Register shall be closed for transfers for a stated period. For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, the Register shall be closed at least for a period of sixty (60) days, thirty (30) days and five (5) days inclusive of the date of each annual general meeting, each extraordinary general meeting and the record date for a dividend distribution, respectively.

  2. Apart from closing the Register, the Directors may fix in advance a date as the record date for any such determination of those Members that are entitled to receive notice of, attend or vote at a general meeting and for the purpose of determining those Members that are entitled to receive payment of any dividend. In the event the Directors designate a record date in accordance with this Article 42 in respect of convening a general meeting, such record date shall be a date prior to the general meeting and the Directors shall immediately make a public announcement on the website designated by the Commission and the Taipei Exchange or TSE pursuant to the Applicable Listing Rules.

==> picture [70 x 69] intentionally omitted <==

14

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

GENERAL MEETINGS

  1. All general meetings other than annual general meetings shall be called extraordinary general meetings.

  2. The Board may, whenever they think fit, convene a general meeting of the Company; provided that the Company shall in each year hold a general meeting as its annual general meeting within six (6) months after close of each financial year and shall specify the meeting as such in the notices calling it.

  3. At these meetings the report of the Directors (if any) shall be presented. For so long as the Shares are registered in the Emerging Market and/or listed in the Taipei Exchange or TSE, all physical general meetings shall be held in Taiwan, if a physical general meeting is to be convened outside Taiwan, an application shall be made with the Taipei Exchange or TSE for permission within two (2) days after the Board adopts such resolution, or, in the event of an extraordinary general meeting convened pursuant to Article 46, the relevant Shareholders obtain approval on the convening of such meeting from the Commission.

  4. Extraordinary general meetings may also be convened by the Board on the requisition in writing of any Shareholder or Shareholders entitled to attend and vote at general meetings of the Company holding three percent (3%) or more of the total number of issued Shares of the Company for a period of one (1) consecutive year or a longer time deposited at the Office or the Shareholders’ Service Agent specifying the objects of the meeting, and if the Board does not duly proceed to convene such meeting for a date not later than 15 days after the date of such deposit, for so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, the requisitionists themselves may convene the extraordinary general meeting in the same manner as provided for under Article 48, as nearly as possible, as that in which general meetings may be convened by the Directors, and all reasonable expenses incurred by the requisitionists as a result of the failure of the Directors to convene the general meeting shall be reimbursed to them by the Company.

  5. If at any time there are no Directors, any Shareholder or Shareholders holding three percent (3%) or more of the total number of the issued Shares of the Company for a period of one (1) consecutive year or a longer time may, for so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, convene a general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors.

NOTICE OF GENERAL MEETINGS

  1. At least twenty (20) and ten (10) days’ notices in writing shall be given for any annual and extraordinary general meetings, respectively; provided however for so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, at least thirty (30) and fifteen (15) days’ notices in writing shall be given for any annual and extraordinary general meetings, respectively. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business. The notice for a general meeting may be given by means of electronic communication if the Company obtains prior consent by the individual recipients. Notwithstanding the foregoing paragraph, as long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, for any annual and extraordinary general meetings, the written notice may be made by way of public announcement to the Shareholders holding less than 1,000 Shares

  2. 48B. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, the Company shall make public announcements with regard to notice of general meeting, proxy form, and summary information and details about issues for recognition, discussion, election or dismissal of Directors at least thirty (30) days prior to any annual general meeting or at least fifteen (15) days prior to any extraordinary general meeting.

==> picture [70 x 69] intentionally omitted <==

If the Company allows the Shareholders to exercise the votes and cast the votes in writing or by way of electronic transmission in accordance with Article 67, the Company shall also send

15

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

to the Shareholders the information and documents as described in the preceding paragraph, together with the voting right exercise forms.

  1. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, the Board shall prepare a manual setting out the agenda of a general meeting (including all the subjects and matters to be resolved at the meeting) and shall make public announcement(s) in a manner permitted by the Applicable Listing Rules to disclose the contents of such manual together with other information related to the said meeting at least twenty-one (21) days prior to the date of annual general meetings and at least fifteen (15) days prior to the date of extraordinary general meetings. Nevertheless, the public announcement(s) shall be made thirty (30) days prior to the date of the annual general meeting, provided that the paid-in capital of the end date of the last financial year reaches NT$2 billion or more, or the sum of the foreign and mainland Chinese shareholdings stated in the shareholder register of its annual general meeting held in the immediately preceding year reaches 30% or more. Such manual shall be distributed to all Shareholders attending the general meeting in person, by proxy or by corporate representative(s) (where the Shareholder is a corporation) at the general meeting.

  2. The following matters shall be specified in the notice of a general meeting, and shall not be proposed as ad hoc motions; such content may be published on a website designated by the Taiwan securities competent authorities or the Company, and the URL of such website shall be specified in the meeting notice:

  3. (a) election or discharge of Directors;

  4. (b) amendments to the Memorandum of Association and/or these Articles;

  5. (c) reduction in share capital of the Company;

  6. (d) application for de-registration as a public company;

  7. (e) dissolution, Share Swap (as defined in the Applicable Listing Rules), Merger or Spinoff of the Company;

  8. (f) entering into, amendment to, or termination of any contract for lease of its business in whole, or for entrusting business, or for regular joint operation with others;

  9. (g) the transfer of the whole or any material part of its business or assets;

  10. (h) the takeover of another's whole business or assets, which will have a material effect on the business operation of the Company;

  11. (i) the private placement of equity-linked securities;

  12. (j) granting waiver to the Director’s engaging in any business within the scope of business of the Company;

  13. (k) distribution of part or all of its dividends or bonus by way of issuance of new Shares;

  14. (l) capitalization of the Legal Reserves and Capital Reserves arising from the share premium account or endowment income, in whole or in part, by issuing new Shares which shall be distributable as dividend shares to the then Shareholders in proportion to the number of Shares being held by each of them;

  15. (m) subject to the Law, distribution of the Legal Reserves and Capital Reserves arising from the share premium account or endowment income, in whole or in part, by paying cash to the then Shareholders in proportion to the number of Shares being held by each of them;

==> picture [70 x 69] intentionally omitted <==

16

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

  • (n) the transfer of Treasury Shares repurchased by the Company at a price lower than the average price to its employees by the Company;

  • (o) the Delisting;

  • (p) issuance of employee stock options with the exercise price lower than the closing price of the Shares as of the issuing date; and

  • (q) employee restricted shares;

Subject to the Law and these Articles, the Shareholders may propose matters in a general meeting to the extent of matters as described in the agenda of such meeting.

PROCEEDINGS AT GENERAL MEETINGS

  1. No business shall be transacted at any general meeting unless a quorum of Shareholders is present at the time when the meeting proceeds to business. Save as otherwise provided by these Articles, the holders of Shares being more than an aggregate of one-half (1/2) of all Shares in issue present in person or by proxy and entitled to vote shall be a quorum for all purposes.

  2. 51A. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, all general meetings can be held by means of visual communication network or other methods promulgated by Taiwan competent authorities, provided that the prerequisites, procedures and other compliance matters provided for by Taiwan competent authorities are satisfied. Where a general meeting is proceeded via visual communication network, the Shareholders taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.

  3. One or more Shareholders holding in the aggregate of one percent (1%) or more of the total number of issued Shares immediately prior to the relevant book close period may propose in writing or by way of electronic transmission to the Company a matter for discussion at an annual general meeting. The Company shall give a public notice in such manner as permitted by the Applicable Listing Rules at such time deemed appropriate by the Board specifying the place and a period of not less than ten (10) days for Members to submit proposals. Any Shareholder(s) whose proposal has been submitted and accepted by the Board, shall continue to be entitled to attend the annual general meeting in person or by proxy or in the case of a corporation, by its authorised representative(s), and participate in the discussion of such proposal.

The Board shall accept a proposal submitted by one or more Shareholders and arrange for the proposal to be discussed at the annual general meeting unless(i) the number of Shares held by such one or more Shareholders is less than one percent (1%) in aggregate of the total number of issued Shares in the Register of Members as of the record date determined by the Board or upon commencement of the period for which the Register shall be closed before the general meeting; (ii) the proposal involves matters which cannot be resolved at the annual general meeting in accordance with or under the Law or Applicable Listing Rules; (iii) the proposal submitted concerns more than one matter; (iv) the proposal submitted exceeds three hundred words; or (v) the proposal is not submitted within the specified period determined by the Board; provided, however, that if the proposal submitted is to urge the Company to facilitate the public interest or perform social responsibility, the Board may accept that proposal and arrange for it being discussed at the annual general meeting, which shall still subject to the preceding (iii). The Company shall, prior to the dispatch of a notice of the annual general meeting, inform the Shareholders the result of submission of proposals and list in the notice of annual general meeting the proposals accepted for consideration and approval at the annual general meeting. The Board shall explain at the annual general meeting the reasons for excluding proposals submitted by such Shareholder(s).

  1. Subject to the Applicable Listing Rules, the Chairman, if any, of the Board of the Directors shall preside as chairman at every general meeting of the Company convened by the Board of Directors. In case the Chairman is on leave or absent or cannot exercise his/her power

17

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

and authority for any cause, he/she shall designate one of the other Directors to act on his/her behalf. In the absence of such a designation, the Directors shall elect from among themselves a chairman for such meeting.

  • 53A. Any one or more Shareholders holding in aggregate more than half of the total number of the issued Shares of the Company for at least three (3) consecutive months may convene an extraordinary general meeting. The determination of the afore-mentioned holding period and number of Shares shall be based on the Shares held immediately prior to the relevant book close period.

  • Subject to the Applicable Listing Rules, for a general meeting convened by any other person having the convening right, such person shall act as the chairman of that meeting; provided that if there are two (2) or more persons jointly having the convening right, the chairman of the meeting shall be elected from those persons.

  • 54A. The Board of Directors or any person who is entitled to convene a general meeting pursuant to Article 53A above or under these Articles may demand the Company or its Shareholders’ Service Agent to provide the Register of Members.

  • Subject to the Applicable Listing Rules, at any general meeting a resolution put to the vote of the meeting shall be decided on a poll. The number or proportion of the votes in favour of, or against, that resolution shall be recorded in the minutes of the meeting.

  • Unless otherwise expressly required by the Law or these Articles, any matter which has been presented for resolution, approval, confirmation or adoption by the Shareholders at any general meeting shall be passed by an Ordinary Resolution.

  • In the case of an equality of votes, the chairman of the meeting shall not be entitled to a second or casting vote. Subject to these Articles and the Applicable Listing Rules, the Company shall additionally comply with the Procedural Rules of General Meetings.

VOTES OF SHAREHOLDERS

  1. Subject to these Articles and any rights and restrictions for the time being attached to any Share, every Shareholder and every Person representing a Shareholder by proxy shall have one (1) vote for each Share of which he or the Person represented by proxy is the holder. Subject to the Law and unless otherwise provided for in these Articles, any resolutions at a general meeting of the Company shall be adopted by an Ordinary Resolution.

For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, any Shareholder holding Shares on behalf of one or more Persons (each a " Beneficial Owner ") may exercise his/her voting rights severally in accordance with the request(s) of such Beneficial Owner. The qualifications, scopes, exercises, operational procedures and other matters in relation to the aforesaid separate exercise of voting rights shall be conducted in accordance with the Applicable Listing Rules.

  1. No vote may be exercised by any Shareholder with respect to any of the following Shares:

  2. (a) the Treasury Shares held by the Company in accordance with the Law, these Articles and the Applicable Listing Rules;

  3. (b) the Shares held by any subordinate company of the Company as defined in the Applicable Listing Rules, where the total number of voting shares or total shares equity held by the Company in such a subordinated company represents more than one-half (1/2) of the total number of voting shares or the total shares equity of such a subordinated company; or

  4. (c) the Shares held by another company, where the Company and its subordinated company directly or indirectly hold more than one-half (1/2) of the total number of the voting shares or total shares equity of such company.

18

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

Any votes cast by or on behalf of such Shareholder in contravention of the foregoing shall not be counted in the total number of issued shares while calculating the quorum for the purpose of Article 51.

  1. In the case of joint holders, the joint holders shall select among them a representative for the exercise of their shareholder’s rights and the vote of their representative who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders.

  2. A Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote by his committee, or other Person in the nature of a committee appointed by that court, and any such committee or other Person, guardian or any other Person who is similar to guardian and appointed by any court having jurisdiction, may vote by proxy.

  3. A Shareholder may appoint a proxy to attend a general meeting on his behalf by executing an instrument in usual or common form or such other form as the Directors may approve, and such proxy form shall be prepared by the Company stating therein the scope of power authorized to the proxy. A Shareholder may only execute one (1) such proxy form and appoint one (1) proxy for each general meeting, and shall serve such written proxy to the Company no later than five (5) days prior to the meeting date. In case the Company receives two (2) or more written proxies from one (1) Shareholder, the first one arriving at the Company shall prevail unless an explicit statement to revoke the previous written proxy is made in the proxy which comes later.

  4. 62B. After a proxy is delivered to the Company, if the Shareholder issuing the proxy intends to attend the general meeting in person or exercise the voting rights in writing or by way of electronic transmission, the Shareholder shall issue a written notice to the Company to revoke the proxy at least two (2) days prior to the general meeting. If the revocation is not made during the prescribed period, the votes casted by the person as proxy shall prevail.

  5. The instrument appointing a proxy shall be in the form approved by the Board and be expressed to be for a particular meeting only. The form of proxy shall include at least the following information: (a) instructions on how to complete such proxy, (b) the matters to be voted upon pursuant to such proxy, and (c) basic identification information relating to the relevant Shareholder, proxy recipient and proxy solicitation agent (if any). The form of proxy shall be provided to the Shareholders together with the relevant notice by mail or electronic transmission for the relevant general meeting. Notwithstanding any other provisions of these Articles, the distribution of the notice and proxy materials shall be made to all Shareholders and such distribution, regardless of delivering by email or by electronic transmission, shall be made on the same day.

  6. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Shareholder.

  7. Except for Taiwan trust enterprises or Shareholders’ Service Agencies approved by Taiwan competent authorities or the chairman appointed pursuant to Article 68, when a person who acts as the proxy for two (2) or more Shareholders concurrently, the number of votes represented by him shall not exceed three percent (3%) of the total number of votes of the Company and the portion of votes in excess of the said three percent (3%) represented by such proxy shall not be counted.

  8. To the extent required by the Applicable Listing Rules, any Shareholder who bears a personal interest that may conflict with and impair the interest of the Company in respect of any matter proposed (the “ Proposed Matters ”) for consideration and approval at a general meeting shall abstain from voting any of the Shares that such Shareholder should otherwise be entitled to vote in person, as a proxy or corporate representative with respect to the said matter, but all such Shares shall be counted in the quorum for the purpose of Article 51 notwithstanding that such Shareholder should not exercise his voting right. Any votes cast by or on behalf of such Shareholder in contravention of the foregoing shall not be counted in the number of votes of

19

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

Shareholders present at the general meeting for the resolution relating to the Proposed Matters by the Company.

  1. In connection with the voting at the general meeting, the Company must adopt electronic voting as one of the voting methods in the general meeting.

  2. Where the voting at the general meeting may be exercised in writing or by way of electronic transmission, the method for exercising the votes shall be described in the notice of the general meeting. A Shareholder who exercises his votes by way of electronic transmission as set forth in the preceding Article 67 shall be deemed to have appointed the chairman of the general meeting as his or her proxy to exercise his or her voting right at such general meeting in accordance with the instructions stipulated in the electronic document, but shall be deemed to have waived his votes in respective of any ad hoc motions and the amendments to the contents of the original proposals at such general meeting; provided, however, that such appointment shall be deemed not to constitute the appointment of a proxy for the purposes of the Applicable Listing Rules. The chairman, acting as proxy of a Shareholder, shall not exercise the voting right of such Shareholder in any way not stipulated in the electronic document.

For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, where a general meeting is to be held outside Taiwan, the Company shall engage a designated institute (i.e., Shareholders’ Service Agent located in Taiwan) approved by the Commission and the Taipei Exchange or the TSE to handle the administration of such general meeting (including but not limited to the voting for Shareholders of the Company).

  1. A Shareholder shall submit his or her vote by way of electronic transmission pursuant to Article 67 to the Company at least two (2) days prior to the scheduled meeting date of the general meeting; whereas if two (2) or more such electronic transmission are submitted to the Company, the proxy deemed to be given to the chairman of the general meeting pursuant to Article 68 by the first electronic transmission shall prevail unless it is expressly included in the subsequent vote by electronic transmission that the original vote submitted by electronic transmission be revoked.

  2. In case a Shareholder who has submitted his votes by written ballot or electronic transmission intends to attend the general meeting in person, he shall, at least two (2) days prior to the date of the meeting revoke such vote by written ballot or electronic transmission and such revocation shall constitute a revocation of the proxy deemed to be given to the chairman of the general meeting pursuant to Article 68. If a Shareholder who has submitted his or her vote by way of electronic transmission pursuant to Article 67 does not submit such a revocation before the prescribed time, his or her vote by electronic transmission and the proxy deemed to be given to the chairman of the general meeting pursuant to Article 68 shall prevail.

If a Shareholder has submitted his or her vote by way of electronic transmission pursuant to Article 67, and has subsequently submitted a proxy appointing a person as his or her proxy to attend the general meeting on his or her behalf, the subsequent appointment of that person as his or her proxy shall be deemed to be a revocation of such Shareholder’s deemed appointment of the chairman of the general meeting as his or her proxy pursuant to Article 68 and the vote casted by that person subsequently appointed as his or her proxy shall prevail.

  1. In case the procedure for convening a general meeting or the method of adopting resolutions is in violation of the Law, Applicable Listing Rules or these Articles, a Shareholder may, within thirty (30) days from the date of the resolution, submit a petition to a competent court having proper jurisdiction, including, the Taipei District Court of the Republic of China if applicable, for revocation of such resolution.

PROXY AND PROXY SOLICITATION

  1. For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or the TSE, the Company shall comply with the Applicable Listing Rules (including but not limited to the "Guidelines Governing the Utilization of Proxy for Shareholders Meetings of Public Companies") in respect of the proxies and proxy solicitation.

20

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

  1. Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Board of Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director.

DIRECTORS

  1. Unless otherwise determined by the Company in general meeting, the number of Directors shall be no less than five (5) Directors with a maximum of nine (9) Directors. Amongst the Board of Directors, the Company shall have at least three (3) Independent Directors, and the Independent Directors shall account for at least one-fifth (1/5) of the total number of Directors. At least two (2) of the Independent Directors must be domiciled in Taiwan. For so long as the Shares are listed on the Taipei Exchange or the TSE, the Directors shall include such number of Independent Directors as applicable law, rules or regulations or the Applicable Listing Rules require for a foreign issuer. The qualification, formation, appointment, discharge, exercise of authority and other compliance of Directors and Independent Directors shall be subject to and governed by the Applicable Listing Rules.

Where a Shareholder is a government agency or a corporate entity (the "Corporate Shareholder"), the Corporate Shareholder may nominate its representative (the "Representative") for election as a director at a general meeting. During the term of the office of the Representative acting as a director, the Corporate Shareholder may, from time to time, remove or replace the Representative with another person to act as a director. The appointment, removal or discharge of the Representative as a director may be made by notice in writing to the Company signed by the Corporate Shareholder without the need to hold a general meeting of the Shareholders. The removal, discharge or replacement of the Representative and appointment of a new Representative as the Director shall take effect from the date of receipt by the Company of the written notice by the Corporate Shareholder and the consent letter signed by the new Representative indicating his/her consent to act as Director.

  1. Independent Directors shall possess professional knowledge and maintain independence within the scope of their directorial duties without having any direct or indirect interest in the Company. The professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence of Independent Directors, method of nomination of Independent Directors, and other matters in relation to Independent Directors shall be subject to the Applicable Listing Rules.

When the number of Independent Directors falls below the required number of Independent Directors under these Articles or the Applicable Listing Rules due to the disqualification or resignation of an Independent Director or the Independent Director ceases to be a Director for any reason, the vacancy of such Independent Director shall be filled and elected at the next following general meeting. When all of the Independent Directors have been disqualified, resigned or cease to be Directors for any reason, an extraordinary general meeting shall be convened within sixty (60) days of the occurrence of that fact to elect Independent Directors.

  1. Unless otherwise permitted by the Commission and under the Applicable Listing Rules, a spousal relationship and/or a Family Relationship within the Second Degree of Kinship shall not exist among more than half (1/2) of the Directors (the “ Threshold ”).

==> picture [70 x 69] intentionally omitted <==

Where the Directors elected at the general meeting do not meet the Threshold, the election of the Director receiving the lowest number of votes among those not meeting the Threshold

21

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

shall be deemed null and void. If any of the existing Directors does not meet the Threshold, such Director in office shall be discharged immediately and automatically.

  1. When the number of Directors falls below five (5) due to the disqualification or resignation of a Director or any Director ceases to be a Director of the Company for any reason, the Company shall hold an election to elect substitute director(s) at the next following general meeting. When the number of Directors falls short by one-third (1/3) of total number of Directors elected at the previous general meeting convened to elect Directors and notwithstanding the actual current number of Directors, an extraordinary general meeting shall be convened within sixty (60) days of the occurrence of that fact to hold an election of Directors.

If all Directors are re-elected at a general meeting held prior to the expiration of the term of the current Directors (the " Re-Election "), unless otherwise resolved at such general meeting, the term of the existing Directors shall be deemed to have expired immediately prior to the ReElection. The aforesaid re-election of all Directors shall be held in the general meeting attended by Shareholders representing more than fifty percent (50%) of total issued Shares of the Company.

  1. The general meeting of the Shareholders may appoint any natural person or corporation to be a Director. At a general meeting of election of Directors, the number of votes exercisable in respect of one (1) Share shall be the same as the number of Directors to be elected, and the total number of votes per Share may be consolidated for election of one (1) candidate or may be split for election of two (2) or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a Director so elected.

  2. For so long as the Shares are registered in Emerging Market or listed on the Taipei Exchange or TSE, subject to the Applicable Listing Rules, the Company shall adopt a candidate nomination mechanism for the purpose of the appointment and election of Directors (including the Independent Directors) in accordance with the Applicable Listing Rules and, for the avoidance of doubts, (i) the Directors (excluding the Independent Directors) shall only be elected and approved by the Shareholders from the list of candidates for Directors (excluding the Independent Directors); and (ii) the Independent Directors shall only be elected and approved by the Shareholders from the list of candidates for Independent Directors.

Subject to these Articles and the Applicable Listing Rules, the Company shall additionally comply with the Guidelines Governing Election of Directors.

  1. Subject to these Articles, the term for which a Directorwill hold office shall not exceed three (3) years; thereafter he/she may be eligible for re-election. In case no election of new Directors is effected after expiration of the term of office of the existing Directors, the term of office of such Directors shall be extended until the time new Directors are elected and assume their office.

  2. A Director may be discharged at any time by either a Supermajority Resolution Type A or a Supermajority Resolution Type B adopted at a general meeting. If a Director is discharged during the term of his/her office as a director without good cause, such Director may make a claim against the Company for any and all damages sustained by him/her as a result of such discharge.

  3. The Board of Directors shall have a Chairman (the “ Chairman ”) elected and appointed by a majority of the Directors present at the Board meeting the quorum of which shall be two-thirds of all of the Directors then in office.

  4. 82B. For so long as the Shares are registered on the Emerging Market or listed in the Taipei Exchange or TSE, subject to the Applicable Listing Rules, any Director (other than the Independent Director), who, during his or her term and in one or more transactions, transfers more than fifty percent (50%) of the total Shares held by such Director at the time of his or her appointment or election as Director (as the case may be) being approved at a general meeting (the " Approval Time "), shall be discharged or vacated from the office of Director.

==> picture [70 x 69] intentionally omitted <==

For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, subject to the Applicable Listing Rules, if any person transfers, in one or

22

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

more transactions, more than fifty percent (50%) of the Shares held by him or her at the Approval Time either (i) during the period from the Approval Time to the commencement date of his or her office as Director (other than as an Independent Director), or (ii) during the period when the Register is closed for transfer of Shares prior to the general meeting at which the appointment or election of such person as a Director will be proposed, his or her appointment or election as Director) shall be null and void.

  1. The Board may, from time to time, and except as required by the applicable laws and Applicable Listing Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives, which shall be intended to set forth the policies of the Company and the Board on various corporate governance related matters as the Board shall determine by resolution from time to time.

  2. A Director shall not be required to hold any Shares in the Company by way of qualification.

  3. 84B. For so long as the Shares are registered in the Emerging Market or listed in the Taipei Exchange or TSE, subject to the Applicable Listing Rules, where any Director, who is also a Shareholder of the Company, creates or has created a pledge on the Shares held by such Director (the " Pledged Shares ") exceeding fifty percent (50%) of total Shares held by such Director at the time of his/her appointment as Director being approved at a general meeting, such Director shall refrain from exercising its voting rights on the Shares representing the difference between the Pledged Shares and fifty percent (50%) of total Shares held by such Director at the time of his/her appointment as Director being approved at a general meeting, and such Shares shall not be counted toward the number of votes represented by the Shareholders present at a general meeting.

DIRECTORS’ FEES AND EXPENSES

  1. Unless otherwise stipulated in these Articles or the Applicable Listing Rules, the remuneration (if any) of the Directors is subject to resolution by the Board of Directors in accordance with the standard prevalent in the industry. Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of Shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director.

  2. Subject to Article 85, any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article.

  3. 86B. The Company shall establish a salaries and remuneration committee, and the professional qualifications of members, formation, appointment, discharge, how such committee functions and exercises its power and other relevant matters shall be subject to the Applicable Listing Rules. The salaries and remunerations in the preceding paragraph include the salaries and remunerations and stock options and other measures providing substantial incentives for Directors and managers.

ALTERNATE

  1. Subject to the Applicable Listing Rules, any Director may appoint another Director to be his or her alternate and to act in such Director's place at any Board meeting. Every such alternate Director shall be entitled to attend and vote at the Board meeting as the alternate of the Director appointing him or her and where he or she is a Director to have a separate vote in addition to his or her own vote.

  2. Subject to the Applicable Listing Rules, the appointment of the alternate Director referred in the preceding article shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be

23

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

lodged with the chairman of the meeting of the Directors at which such appointment is to be used, or first used, prior to the commencement of the Board meeting.

POWERS AND DUTIES OF DIRECTORS

  1. At the close of each financial year, the Board of Directors shall prepare the business report, financial statements and the surplus earning distribution and/or loss offsetting proposals for adoption by the annual general meeting, and upon such adoption by the annual general meeting, distribute or make public announcements to each Shareholder copies of adopted financial statements and the resolutions on the surplus earning distribution and/or loss offsetting in accordance with these Articles and the Applicable Listing Rules. For so long as the Shares are registered in the Emerging Stock Market or listed in the Taipei Exchange or the TSE, alternatively, the distribution of the aforesaid adopted financial statements and the resolutions on the surplus earning distribution and/or loss offsetting may be accomplished by way of making public announcements by the Company.

  2. Subject to the Law, these Articles, Applicable Listing Rules and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company.

  3. The Directors may from time to time appoint any Person (exclusive of any Independent Directors), whether or not such Person is a Director to hold such office in the Company as the Directors may think necessary for the administration of the Company, including but not limited to, the office of the chief executive officer, president, one (1) or more vice-presidents or chief financial officer, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Notwithstanding the foregoing, if any Directors hold either of the above positions, the relevant remuneration shall be subject to Article 85. Any Person so appointed by the Directors may be removed by the Directors.

  4. The Directors may appoint a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors.

  5. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.

  6. The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him.

  7. The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the two next following Articles shall not limit the general powers conferred by this Article.

  8. The Directors from time to time and at any time may establish any committees for managing any of the affairs of the Company (including but not limited to remuneration committee), and unless otherwise provided in the Applicable Listing Rules, the members of such committees shall be Directors. Where any Director holds above position, the relevant remuneration shall be subject to Article 85.

==> picture [70 x 69] intentionally omitted <==

24

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

  1. Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretion for the time being vested in them.

  2. 97B Subject to the Cayman Islands law and the Applicable Listing Rules, any Director shall owe fiduciary duties to the Company and such fiduciary obligations shall include but not limited to the observance of general standards of loyalty, good faith and the avoidance of a conflict of duty and self-interest. If any Director breaches the aforesaid fiduciary duties, subject to the Cayman Islands law and the Applicable Listing Rules, such Director shall be held liable for any damages therefrom.

Subject to the Cayman Islands law and the Applicable Listing Rules, if any Director violates the aforesaid fiduciary duties for him/herself or another person, it may be resolved at the general meeting to deem any income from such behaviour as the Company's income.

If any Director breaches any applicable laws or regulations in performing business for the Company, therefore causing any loss or damage to third party, subject to the Cayman Islands law and the Applicable Listing Rules, such Director shall be held jointly and severally liable for the loss or damage to such third party with the Company. In this connection, such Director shall indemnify the Company for any loss or damage incurred by the Company to third party.

Subject to Cayman Islands law and the Applicable Listing Rules, to the extent of the scope of their respective duties, the officers of the Company shall bear the liability identical to that applicable to Directors pursuant to the preceding paragraphs of this Article.

BORROWING POWERS OF DIRECTORS

  1. Subject to these Articles and the Applicable Listing Rules, the Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking and property, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

THE SEAL

  1. The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary) or in the presence of any one (1) or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence.

  2. The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such facsimile Seal.

  3. Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company.

DISQUALIFICATION OF DIRECTORS

  1. A person shall not act as a Director and shall be discharged or vacated from the office of Director, if he or she:

  2. (a) committed an organized crime and has been adjudicated guilty by a final judgment, and he has not served the term of the sentence yet, he has not served the full term of

==> picture [70 x 69] intentionally omitted <==

25

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

the sentence, or the time elapsed after he has served the full term of the sentence, his term of probation has expired or he has been pardoned is less than five (5) years;

  • (b) has been sentenced to imprisonment for a term of more than one (1) year for commitment of fraud, breach of trust or misappropriation, and he has not served the term of the sentence yet, he has not served the full term of the sentence, or the time elapsed after he has served the full term of such sentence, his term of probation has expired or he has been pardoned is less than two (2) years;

  • (c) has been adjudicated guilty by a final judgment for violating anti-corruption law, and he has not served the term of the sentence yet, he has not served the full term of the sentence, or the time elapsed after he has served the full term of such sentence, his term of probation has expired or he has been pardoned is less than two (2) years;

  • (d) becomes bankrupt or enters into liquidation process by a court order and has not been discharged from bankruptcy or liquidation;

  • (e) has been dishonored for unlawful use of credit instruments, and the term of such sanction has not expired yet;

  • (f) has no or only limited legal capacity;

  • (g)

  • dies or is found to be or becomes of unsound mind;

  • (h)

    • resigns his office by notice in writing to the Company;

  • (i) becomes subject to the order of commencement of assistance due to incapacity pursuant to relevant Taiwan law and the order has not been revoked; or

  • (j) is removed from office and ceases to be the Director pursuant to these Articles.

  • In case a Director has, in the course of performing his/her duties, committed any act resulting in material damage to the Company or in serious violation of applicable laws and regulations and these Articles, but not been discharged or removed by a resolution of the general meeting, any Shareholder(s) holding three percent (3%) or more of the total number of issued Shares may, within thirty (30) days after that general meeting, submit a petition to a competent court having proper jurisdiction, including, the Taipei District Court of the Republic of China if applicable, in respect of such matter, for the removal of such Director, at the Company’s expense.

PROCEEDINGS OF DIRECTORS

  1. The Directors may meet together (either within or outside the Cayman Islands) for the dispatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes present at such meeting. In case of an equality of votes the chairman shall not have a second or casting vote. The notice of the Board meeting shall state the reasons for such meeting and shall be given to each Director at least seven (7) days prior to the meeting via mail or electronic transmission; however the Board meeting may be convened from time to time in case of any emergency in accordance with the Applicable Listing Rules. Subject to these Articles and the Applicable Listing Rules, the Company shall additionally comply with the Procedural Rules of Board Meetings.

  2. A Director may participate in any meeting of the Board of Directors, or of any committee appointed by the Board of Directors of which such Director is a member, by means of videoconference or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.

==> picture [70 x 69] intentionally omitted <==

26

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

  1. Unless otherwise provided in these Articles, the quorum necessary for the transaction of the business of the Directors shall be more than one-half (1/2) of the Directors. A Director represented by alternate Director at any Board meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present.

  2. A Director who directly or indirectly has personal interest in the matter proposed at the meeting of the Board, including but not limited to a contract or proposed contract or arrangement with the Company shall disclose the nature of his or her personal interest at the meeting of the Board, if he or she knows his or her personal interest then exists, or in any other case at the first meeting of the Board after he or she knows that he or she is or has become so interested. For the purposes of this Article, a general notice to the Board by a Director to the effect that:

  3. (a) he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with that company or firm; or

  4. (b) he is to be regarded as interested in any contract or arrangement which may after the date of the notice be made with a specified person who is connected with him;

shall be deemed to be a sufficient disclosure of personal interest under this Article in relation to any such contract or arrangement, provided that no such notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.

To the extent required by Applicable Listing Rules, a Director may not vote for himself or on behalf of other Director in respect to any matter, including but not limited to any contract or proposed contract or arrangement or contemplated transaction of the Company, in which such Director bears a personal interest (whether directly or indirectly) which may conflict with and impair the interest of the Company. Any votes cast by or on behalf of such Director in contravention of the foregoing shall not be counted by the Company, but such Director shall be counted in the quorum for purposes of convening such meeting.

Notwithstanding the first paragraph of this Article, if any Director has personal interest (whether directly or indirectly) in matters on agenda for the Board meeting, such Director shall disclose and explain the material information or contents on such personal interest at the same Board meeting; before the Company adopts any resolution of Merger, Acquisition, Spinoff or Share Swap, a Director who has a personal interest in the transaction of Merger, Acquisition, Spin-off or Share Swap shall declare such interest to the Board at the Board meeting and to the shareholders at the general meeting the essential contents of such personal interest and the reasons that the relevant resolution shall be approved or dissented. The Company shall also elaborate the essential contents of the Director's personal interest and the reason for approving or dissenting the resolution of the Acquisition in the reasons for convening this general meeting; such content shall be published on a website designated by the Taiwan securities competent authorities or the Company, and the URL of such website shall be specified on the general meeting notice.

In the case that a Director's spouse, a blood relative within second degree of kinship or a company which has parent-subsidiary relationship with the Director has personal interest in a matter on agenda for the Board meeting, such Director shall be deemed to have personal interest in that matter.

  1. A Director (exclusive of any Independent Directors) who does anything for himself or on behalf of another person that is within the scope of the Company's business shall declare the essential contents of such behaviour to the general meeting of the Shareholders and be approved by either a Supermajority Resolution Type A or a Supermajority Resolution Type B. Failure in obtaining such approval shall cause the Director being so interested be liable to account to the Company for any profit realised by any such behaviour if the general meeting so resolves by an Ordinary Resolution within one (1) year from such behaviour.

==> picture [70 x 69] intentionally omitted <==

27

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

  1. Notwithstanding the preceding Articles, subject to the Applicable Listing Rules, a Director (exclusive of any Independent Directors) may hold any other office or place of profit under the Company (other than the office of internal auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established.

  2. Subject to these Articles and the Applicable Listing Rules, any Director (exclusive of any Independent Directors) may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as internal auditor to the Company.

  3. The Directors shall cause all minutes to be made in books or loose-leaf folders provided for the purpose of recording:

  4. (a) all appointments of officers made by the Directors;

  5. (b) the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

  6. (c) all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.

  7. Subject to the Applicable Listing Rules, when the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held.

  8. Subject to the Applicable Listing Rules, the continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for summoning a general meeting of the Company, but for no other purpose.

  9. Subject to the Applicable Listing Rules and any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one (1) of their number to be chairman of the meeting.

  10. A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to the Applicable Listing Rules and any regulations imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present.

  11. Subject to the Applicable Listing Rules and any regulations imposed on it by the Directors, all acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was qualified to be a Director.

  12. The following actions require the approval of a majority of the votes of the Directors present at a Board meeting attended by at least two-thirds (2/3) of all Directors:

  13. (a) entering into, amendment to, or termination of any contract for lease of its business in whole, or for entrusted business, or for regular joint operation with others;

==> picture [70 x 69] intentionally omitted <==

  • (b) the sale or transfer of the whole or any material part of its business or assets;

28

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

  • (c) taking over the transfer of another's whole business or assets, which will have a material effect on the business operation of the Company;

  • (d)

  • the election of Chairman of the Board pursuant to these Articles;

  • (e) the distribution of part or all of the dividends or bonus of the Company by way of cash pursuant to Article 125A;

  • (f) the allocation of Employees' Remunerations and Directors’ Remunerations pursuant to Article 129;

  • (g) issuance of corporate bonds; and

  • (h) distribution of the Legal Reserves and Capital Reserves arising from the share premium account or endowment income, in whole or in part, by paying cash to the then Shareholders in proportion to the number of Shares being held by each of them; provided a report shall be submitted to the next general meeting.

AUDIT COMMITTEE

  1. The Company shall set up an Audit Committee, and the professional qualifications of members, formation, appointment, discharge, how such committee functions and exercises its power and other relevant matters shall be subject to the Applicable Listing Rules. The Audit Committee shall comprise solely of all Independent Directors and the number of committee members shall not be less than three (3). One (1) of the Audit Committee members shall be appointed as the convener to convene meetings of the Audit Committee from time to time and at least one (1) of the Audit Committee members shall have accounting or financial expertise. A valid resolution of the Audit Committee requires approval of one-half (1/2) or more of all its members.

  2. Notwithstanding anything provided to the contrary contained in these Articles, the following matters require approval of one-half (1/2) or more of all members of the Audit Committee and final approval of the Board:

  3. (a) adoption of or amendment to an internal control system;

  4. (b) assessment of the effectiveness of the internal control system;

  5. (c) adoption of or amendment to the handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, provision or extension of monetary loans to others, or endorsements or guarantees for others;

  6. (d) any matter relating to the personal interest of the Directors;

  7. (e) the entering into of a transaction relating to material assets or derivatives;

  8. (f) a material monetary loan, endorsement, or provision of guarantee;

  9. (g) the offering, issuance, or private placement of the Shares or any equity-linked securities;

  10. (h) the hiring or dismissal of an attesting certified public accountant as the auditor of the Company, or the compensation given thereto;

  11. (i) the appointment or discharge of a financial, accounting, or internal auditing officers;

  12. (j) approval of annual and semi-annual financial reports; and

==> picture [70 x 69] intentionally omitted <==

29

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

  • (k) any other material matter deemed necessary by the Board of Directors or so required by Applicable Listing Rules or the competent authority.

Subject to the Applicable Listing Rules, with the exception of item (j) above, any other matter that has not been approved with the consent of one-half (1/2) or more of all Audit Committee members may be undertaken upon the consent of two-thirds (2/3) or more of all Directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board meeting.

Subject to the Applicable Listing Rules, where the Audit Committee is unable to convene a meeting for any proper cause, matters may be approved by consent of two-thirds (2/3) or more of all Directors, provided that the Independent Director members shall still be required to issue an opinion as to whether the resolution is approved in respect of a matter under item (j) above.

  • 119A. Before the Company holds a meeting of the Board of Directors to adopt any resolution of Merger , Acquisition, Spin-off or Share Swap, the Audit Committee shall seek opinion from an independent expert in order to review the fairness and reasonableness of the plan and transaction of the Merger, Acquisition, Spin-off or Share Swap, including but not limited to the justification of Share Swap ratio or a distribution by cash or otherwise, and the review result shall be submitted to the Board of Directors and Shareholders in the general meeting (provided, however, that if the Law does not require the Shareholders' approval on the said transactions, the expert opinion and review result do not have to be submitted to the general meeting); and the review result and the expert opinion shall be provided to the Shareholders together with the notice of general meeting. If the Law does not require the Shareholders' approval on the said transactions, the Board of Directors shall report the transactions in the general meeting following the transactions.

For the documents to be given to the Shareholders in the preceding paragraph, if the Company announces the same content as in those documents on a website designated by the Taiwan competent authorities and those documents are prepared at the venue of the general meeting for Shareholders' review, those documents shall be deemed as having been given to Shareholders.

  2. The accounts of the Company shall be audited at least once in every year.

  3. The Audit Committee shall at all reasonable times have access to and may make copies of all books, all accounts and vouchers and documents kept by the Company; and the Audit Committee may call on the Directors or officers of the Company for any information in their possession relating to the books or affairs of the Company.

  4. The statement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the Audit Committee and compared with the books, accounts and vouchers relating thereto; and the Audit Committee shall make a written report thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the Company and the results of its operations for the period under review and, in case information shall have been called for from Directors or officers of the Company, whether the same has been furnished and has been satisfactory. The Audit Committee may appoint, on behalf of the Company, a practicing lawyer and a certified public accountant to conduct the examination. The financial statements of the Company shall be audited by an auditor appointed by the Board in accordance with generally accepted auditing standards. The auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the auditor shall be submitted to the Members in general meeting. The generally accepted auditing standards referred to herein may be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report of the auditor should disclose this fact and name such country or jurisdiction.

  5. Subject to the Cayman Islands law, any Shareholder(s) holding one percent (1%) or more of the total number of the issued Shares of the Company for six (6) consecutive months or longer may request in writing the Audit Committee to file a litigation against any Director or Directors on behalf of the Company with a competent court having proper jurisdiction, including Taipei District Court of the Republic of China.

30

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

If the Audit Committee fails or refuses to file such litigation within thirty (30) days after receiving the request by such Shareholder(s), subject to Cayman Islands law, such Shareholder(s) may file such litigation on behalf of the Company with a competent court having proper jurisdiction, including Taipei District Court of the Republic of China.

  1. Subject to these Articles and the Applicable Listing Rules, the Company shall additionally comply with the Rules of Audit Committee.

DIVIDENDS

  1. Subject to the Law, any rights and restrictions for the time being attached to any Shares and these Articles, the Company by Ordinary Resolution may declare dividends and other distributions on Shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor.

  2. 125A Notwithstanding the preceding Article (125), the Directors may distribute part or all of the dividends or bonus by way of cash with the approval of a majority of the votes of the Directors present at a Board meeting attended by at least two-thirds (2/3) of all Directors, and report the aforementioned distribution to the Shareholders at the next general meeting.

  3. Subject to Article 129, the Directors may, before recommending any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, in the discretion of the Directors be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may in the absolute discretion of the Directors, either be employed in the business of the Company or be invested in such investments as the Directors may from time to time think fit.

  4. Any dividend may be paid by cheque sent through the post to the registered address of the Shareholder or Person entitled thereto, or in the case of joint holders, to the representative of such joint holders at his registered address or to such Person and such address as the Shareholder or Person entitled, or such joint holders as the case may be, may direct. Every such cheque shall be made payable to the order of the Person to whom it is sent or to the order of such other Person as the Shareholder or Person entitled, or such joint holders as the case may be, may direct.

  5. Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be declared and paid according to the number of the Shares held by the Shareholders.

  6. As the Company continues to grow, the need for capital expenditure, business expansion and a sound financial planning for sustainable development, it is the Company's dividends policy that the dividends may be allocated to the Shareholders in the form of cash dividends and/or bonus shares according to the Company's future expenditure budgets and funding needs.

Unless otherwise provided in the Applicable Listing Rules, where the Company makes profits before tax for the annual financial year, the Company shall allocate (1) a maximum of ten percent (10%) and a minimum of one percent (1%) of such annual profits before tax for the purpose of employees' remunerations (including employees of the Company and/or any Affiliated Company) (the " Employees' Remunerations "); and (2) a maximum of five percent (5%) of such annual profits before tax for the purpose of Directors’ remunerations (the “ Directors’ Remunerations ”). Notwithstanding the foregoing paragraph, if the Company has accumulated losses of the previous years for the annual financial year, the Company shall set aside the amount of such accumulated losses prior to the allocation of Employees' Remunerations and Directors’ Remunerations. Subject to Cayman Islands law, the Applicable Listing Rules and notwithstanding Article 139, the Employees' Remunerations and the Directors’ Remunerations may be distributed in the form of cash and/or bonus shares, upon resolution by a majority votes at a meeting of the Board of Directors attended by two-thirds (2/3) or more of the Directors. The resolutions of Board of Directors regarding the distribution of the Employees' Remunerations and the Directors’ Remunerations in the preceding

31

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

paragraph shall be reported to the Shareholders at the general meeting after such Board resolutions are passed.

Unless otherwise provided in the Applicable Listing Rules, the net profits of the Company for each annual financial year shall be allocated in the following order and proposed by the Board of Directors to the Shareholders in the general meeting for approval:

  • (a) to make provision of the applicable amount of income tax pursuant to applicable tax laws and regulations;

  • (b) to set off accumulated losses of previous years (if any);

  • (c) to set aside ten percent (10%) as Legal Reserve pursuant to the Applicable Listing Rules unless the accumulated amount of such Legal Reserve equals to the total paidup capital of the Company;

  • (d) to set aside an amount as Special Reserve pursuant to the Applicable Listing Rules and requirements of the Commission; and

  • (e) with respect to the earnings available for distribution (i.e. the net profit after the deduction of the items (a) to (d) above plus any previously undistributed cumulative Retained Earnings), the Board of Directors may present a proposal to distribute to the Shareholders by way of dividends at the annual general meeting for approval pursuant to the Applicable Listing Rules. Dividends may be distributed in the form of cash dividends and/or bonus shares, and, subject to Cayman Islands law, the amount of dividends shall be at least ten percent (10%) of the net profit after the deduction of the items (a) to (d) above. Cash dividends shall comprise a minimum of ten percent (10%) and a maximum of one hundred percent (100%) of the total dividends allocated to Shareholders.

  • If several Persons are registered as joint holders of any Share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the Share. No dividend shall bear interest against the Company.

ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION

  1. The books of account relating to the Company's affairs shall be kept in such manner as may be determined from time to time by the Directors.

  2. The books of account shall be kept at the Office or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.

  3. The Board of Directors shall prepare and submit the business reports, financial statements and records to the annual general meeting of Shareholders for its ratification and after the meeting shall distribute to each Shareholder the copies of ratified financial statements and the resolutions on the surplus earning distribution and/or loss offsetting. For so long as the Shares are registered in the Emerging Stock Market or listed in the Taipei Exchange or the TSE, alternatively, the distribution of the aforesaid adopted financial statements and the resolutions on the surplus earning distribution and/or loss offsetting may be accomplished by way of making public announcements by the Company.

  4. Subject to the Applicable Listing Rules, the Board shall keep copies of the yearly business report, financial statements and other relevant documents at the office of its Shareholders’ Service Agent in Taiwan ten (10) days before the annual general meeting and any of its Shareholders is entitled to inspect such documents from time to time.

  5. Save for the preceding Article 134 and Article 148, the Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being Directors, and no Shareholder (not being a

32

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorised by the Directors or by Ordinary Resolution.

  1. The accounts relating to the Company's affairs shall only be audited in such manner and with such financial year end as may be determined from time to time by the Directors, or required by the Applicable Listing Rules.

  2. The Directors in each year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Law and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.

INTERNAL AUDIT

  1. The Company shall set up internal audit unit under the Board of Directors, and hire qualified and adequate staffs as internal auditors. Any matters in relation to the internal audit shall comply with the Applicable Listing Rules.

CAPITALISATION OF RESERVES

  1. Subject to the Applicable Listing Rules and the Law, the Company may, with the authority of either a Supermajority Resolution Type A or a Supermajority Resolution Type B:

  2. (a) resolve to capitalise an amount standing to the credit of reserves or other capital reserves (including a share premium account, capital redemption reserve, revenue, profit and loss account, Capital Reserves, Legal Reserves and Special Reserves), whether or not available for distribution;

  3. (b) appropriate the sum resolved to be capitalised to the Shareholders in proportion to the number of Shares held by them respectively and apply that sum on their behalf in or towards paying up in full unissued Shares or debentures of a nominal amount equal to that sum, and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other;

  4. (c) make any arrangements it thinks fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think fit; and

  5. (d) generally do all acts and things required to give effect to any of the actions contemplated by these Articles.

  6. 139A. For the avoidance of doubts, the allotment of bonus shares in connection with the Employees' Remunerations and Directors’ Remunerations pursuant to Article 129 shall not require the approval of a Supermajority Resolution Type A or a Supermajority Resolution Type B..

PUBLIC TENDER OFFER

  1. For so long as the Shares of the Company are registered in the Emerging Market and/or listed in the Taipei Exchange or TSE, any public tender offer of the Shares of the Company shall be subject to the Applicable Listing Rules, including but not limited to the “Regulations Governing the Public Tender Offer of Shares of Public Companies”.

SHARE PREMIUM ACCOUNT

  1. The Directors shall in accordance with the Law establish a share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share.

==> picture [70 x 69] intentionally omitted <==

33

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

  1. Subject to the Applicable Listing Rules and the Law, there shall be debited to any share premium account on the redemption or purchase of a Share the difference between the nominal value of such Share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by the Law, out of capital.

NOTICES

  1. Except as otherwise provided in these Articles or the Applicable Listing Rules, any notice or document may be served by the Company or by the Person entitled to give notice to any Shareholder either personally, or by facsimile, or by sending it through the post in a prepaid letter or via a recognised courier service, fees prepaid, addressed to such Shareholder at his address as appearing in the Register, or to the extent permitted by all applicable laws and regulations, by electronic means by transmitting it to any electronic mail number or address such Shareholder may have positively confirmed in writing for the purpose of such service of notices. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands as their representative in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.

  2. Any Shareholder present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.

  3. Except as otherwise provided in these Articles or the Applicable Listing Rules, any notice or other document, if served by:

  4. (a) post or courier, shall be deemed to have been served five (5) days after the time when the letter containing the same is posted or delivered to the courier;

  5. (b) facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;

  6. (c) recognised courier service, shall be deemed to have been served forty-eight (48) hours after the time when the letter containing the same is delivered to the courier service; or

  7. (d) electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail.

In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.

  1. Any notice or document delivered or sent by post to or left at the registered address of any Shareholder in accordance with these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share.

  2. Notice of every general meeting of the Company shall be given to:

  3. (a) all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the giving of notices to them; and

==> picture [70 x 69] intentionally omitted <==

34

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

  • (b) every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his death or bankruptcy would be entitled to receive notice of the meeting.

No other Person shall be entitled to receive notices of general meetings.

INFORMATION

  1. The Board shall keep at the office of its Shareholders’ Service Agent in Taiwan copies of the Memorandum of Association and Articles of Association, the minutes of every general meeting, the financial statements, the Register of Members and the counterfoil of corporate bonds issued by the Company. Any Shareholder may request, by submitting evidentiary document(s) to show his/her interests involved and indicating the scope of interested matters, an access to inspect and to make copies of the foresaid Memorandum of Association and Articles of Association, the minutes of every general meeting, the financial statements, the Register of Members and the counterfoil of the corporate bonds issued by the Company. The Company shall cause its Shareholders’ Service Agent to provide the aforesaid documents.

  2. Without prejudice to the rights set forth in these Articles, no Shareholder shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the members of the Company to communicate to the public.

  3. The Board shall be entitled to release or disclose to any regulatory or judicial authority any information in its possession, custody or control regarding the Company or its affairs to any of its Shareholder including, without limitation, information contained in the Register of Members and transfer books of the Company.

INDEMNITY OR INSURANCE

  1. The Company may by Ordinary Resolution adopt one (1) of the protection mechanisms as described in Article 152 (a) and (b).

  2. (a) Every Director and other officer for the time being and from time to time of the Company (each an " Indemnified Person ") may be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person's own dishonesty, wilful default or fraud, in or about the conduct of the Company's business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.

(b) The Company may purchase directors and officers liability insurance (“ D&O insurance ”) for the benefit of every Director and other officer for the time being and from time to time of the Company. Such D&O insurance shall only cover the liability arising from the duty of such Director or officer in accordance with these Articles, the Law and the Applicable Listing Rules.

FINANCIAL YEAR

  1. Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31st in each year and shall begin on January 1st in each year.

WINDING- UP

==> picture [70 x 69] intentionally omitted <==

  1. If the Company shall be wound up, and the assets available for distribution amongst the Shareholders shall be insufficient to repay the whole of the share capital, such assets shall be

35

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

distributed so that, as nearly as may be, the losses shall be borne by the Shareholders in proportion to the number of the Shares held by them. If in a winding up the assets available for distribution amongst the Shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Shareholders in proportion to the number of the Shares held by them at the commencement of the winding up. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.

  1. If the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Law and in compliance with the Applicable Listing Rules, divide amongst the Shareholders in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different Classes. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Shareholders as the liquidator, with the like sanction shall think fit, but so that no Shareholder shall be compelled to accept any asset whereon there is any liability.

  2. The Company shall keep all statements, records of account and documents for a period of ten years from the date of the completion of liquidation, and the custodian thereof shall be appointed by the liquidator or the Company by Ordinary Resolution.

AMENDMENT OF ARTICLES OF ASSOCIATION

  1. Subject to the Law and the Articles, the Company may at any time and from time to time by Special Resolution alter or amend the Memorandum of Association and/or these Articles in whole or in part.

REGISTRATION BY WAY OF CONTINUATION

  1. The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

LITIGIOUS AND NON-LITIGIOUS AGENT

  1. For so long as the Shares are registered in the Emerging Market or listed on the Taipei Exchange or TSE, subject to the Applicable Listing Rules, the Company shall appoint a litigious and non-litigious agent in Taiwan (the " Litigious and Non-Litigious Agent "). The Litigious and Non-Litigious Agent shall be the responsible person of the Company in Taiwan and shall have residence or domicile in Taiwan. The Company shall report to the Commission in respect of the name, residence or domicile and authorization document of the Litigious and Non-Litigious Agent. In case of any change of the name, residence or domicile and authorization document of the Litigious and Non-Litigious Agent, the Company shall report to the Commission in respect of such change.

CORPORATE SOCIAL RESPONSIBILITY

  1. For the purpose of performing corporate social responsibility, the Company shall follow the applicable laws, regulations and business ethics in operating its businesses and may conduct practices to facilitate public interests.

==> picture [70 x 69] intentionally omitted <==

36

Filed: 25-Jun-2025 16:48 EST www.verify.gov.ky File#: 197220 Auth Code: J35169891081

PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-007 文件名稱 PROCEDURAL RULES OF
GENERAL MEETING
股東會議事規則		 版次 v1-r4
頁次 1/16

Article 1

第一條

Legal Basis 法令依據

Unless otherwise provided in the Applicable Listing Rules and the Law, the general meetings of the Company shall be held in accordance with the Rules. 

本公司股東會之議事規則除上市法令或法律另有規定外，應依本規則辦理。

Unless otherwise defined in the Rules, any capital letters as used in the Rules shall have the same meanings as defined in the Articles of Association of the Company (as amended or substituted from time to time; hereinafter " Articles ").

除本規則另有定義外，本規則所使用任何英文字首大寫之詞彙，其意義應與本公司公司章 程 ( 包括其隨時修改或被取代之版本；下稱「 本章程 」 ) 中之定義相同。

Article 2

第二條

Attendance and Sign-in 出席與簽名

The company shall specify the time, place and other matters needing attention when accepting the registration of shareholders, solicitors and entrusted agents (hereinafter referred to as shareholders) in the notice of meeting. 

本公司應於開會通知書載明受理股東、徵求人、受託代理人（以下簡稱股東）報到時問、
報到處地點，及其他應注意事項。

When accepting the stock bundle report in the preceding paragraph, the inquiry shall be handled at least 30 minutes before the beginning of the meeting; The check-in office shall be clearly marked, and sufficient and competent personnel shall be assigned to handle it; The video conference of the shareholders' meeting shall accept the registration on the video conference platform of the shareholders' meeting 30 minutes before the start of the meeting. The shareholders who complete the registration shall be deemed to have attended the shareholders' meeting in person. 

前項受理股束報到時問至少應於會議開始前三十分鐘辦理之；報到處應有明確標示，並派
適足適任人員辦理之；股東會視訊會議應於會議開始前三十分鐘，於股東會視訊會議帄台
受理報到，完成報到之股東，視為親自出席股東會。

Shareholders or their appointed proxies ( the " Shareholders " ) shall attend a Shareholders' meeting by presenting an attendance ID , sign-in card or other attendance identification. The － Company shall not request any additional attendance identification randomly. A proxy solicitor shall bring his / her ID for verification. 

股東應憑出席證、出席簽到卡或其他出席證件出席股東會〃本公司對股東出席所憑依之證
明文件不得任意增列要求提供其他證明文件；屬徵求委託書之微求人並應攜帶身分證明文
件，以備核對。
PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-007 文件名稱 PROCEDURAL RULES OF
GENERAL MEETING
股東會議事規則		 版次 v1-r4
頁次 2/16

At each shareholders' meeting, a shareholder may issue a power of attorney issued by the company, specifying the scope of authorization, and authorize a proxy to attend the shareholders' meeting. 1. A shareholder shall issue a power of attorney, and the power of attorney shall be limited to one person, which shall be delivered to the company five days before the shareholders' meeting. In case of repetition of the power of attorney, the first one shall prevail. However, this restriction shall not apply to those who declare to revoke the previous entrustment. After the power of attorney has been delivered to the company, if a shareholder wishes to attend the shareholders' meeting in person or by video or to exercise his voting rights in writing or electronically, he shall give a written notice to the company to revoke the proxy two days before the shareholders' meeting; In case of cancellation within the time limit, the voting rights of the proxy present shall prevail. After the power of attorney has been delivered to the company, if a shareholder wishes to attend the shareholders' meeting by video, he shall give a written notice to the company to revoke the proxy two days before the shareholders' meeting; If the proxy is late in exercising the voting right, the proxy shall prevail. 

股東得於每次股東會，出具本公司印發之委託書，載明授權範圍，委託代理人，出席股東
會。一股東以出具一委託書，並以委託一人為限，應於股東會開會五日前送達本公司，委
託書有重複時，以最先送達者為準。但聲明撤銷前委託者，不在此限。委託書送達本公司
後，股東欲親自或以視訊方式出席股東會或欲以書面或電子方式行使表決權者，應於股東
會開會二日前，以書面向本公司為撤銷委託之通知；逾期撤銷者，以委託代理人出席行使
之表決權為準。委託書送達本公司後，股東欲以視訊方式出席股東會，應於股東會開會二
日前，以書面向本公司為撤銷委託之通知；逾期撤銷者，以委託代理人出席行使之表決權
為準。

If the shareholders' meeting is held by video, shareholders who wish to attend by video shall register with the company two days before the shareholders' meeting. If the shareholders' meeting is held by video, the company shall upload the proceedings manual, annual report and other relevant data to the shareholders' meeting video conference platform at least 30 minutes before the meeting, and continue to disclose them until the end of the meeting. 

股東會以視訊會議召開者，股東欲以視訊方式出席者，應於股東會開會二日前，向本公司
登記。股東會以視訊會議召開者，本公司至少應於會議開始前三十分鐘，將議事手冊、年
報及其他相關資料上傳至股東會視訊會議帄台，並持續揭露至會議結束。

The number of shares obtained by the requisitioner, the number of shares represented by the trustee, and the number of shares attended by the shareholders in writing or electronically shall be clearly disclosed in the shareholders' meeting hall by the statistical table prepared in the prescribed format on the day of the shareholders' meeting; If the shareholders' meeting is held by video conference, the company shall upload the above data to the shareholders' meeting video conference platform at least 30 minutes before the meeting, and continue to disclose it until the end of the meeting. 

徵求人徵得之股數、受託代理人代理之股數及股東以書面或電子方式出席之股數，本公司
應於股東會開會當日，依規定格式編造之統計表，於股東會場內為明確之揭示；股東會以
視訊會議召開者，本公司至少應於會議開始前三十分鐘，將前述資料上傳至股東會視訊會
議帄台，並持續揭露至會議結束。

The company holds a video conference of the shareholders' meeting. When announcing the meeting, the total number of shares of shareholders attending the meeting shall be disclosed on the video conference platform. If the total number of shares and voting rights of shareholders attending the meeting are otherwise counted at the meeting, the same shall apply.

PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-007 文件名稱 PROCEDURAL RULES OF
GENERAL MEETING
股東會議事規則		 版次 v1-r4
頁次 3/16 
本公司召開股東會視訊會議，宣布開會時，應將出席股東股份總數，揭露於視訊會議帄台。
如開會中另有統計出席股東之股份總數及表決權數者，亦同。

When the company holds a video shareholders' meeting, the chairman and recorder shall be in the same place in ROC. 

本公司召開視訊股東會時，主席及紀錄人員應在國內之同一地點。

If the shareholders' meeting is held by video conference, and there is an obstacle to the video conference platform or participation by video conference due to natural disasters, incidents or other force majeure, which lasts for more than 30 minutes, the meeting shall be postponed or resumed within five days, and the provisions of Article 182 of the company law shall not apply. 股東會以視訊會議召開者，因天災、事變或其他不可抗力情事，致視訊會議帄台或以視訊 方式參與發生障礙，持續達三十分鐘以上時，應於五日內延期或續行集會，不適用公司法 第一百八十二條之規定。

In the event of an adjourned or resumed meeting referred to in the preceding paragraph, shareholders who have not registered to participate in the original shareholders' meeting by video shall not participate in the adjourned or resumed meeting. 

發生前項應延期或續行會議，未登記以視訊參與原股東會之股東，不得參與延期或續行會
議。

The Company shall provide a sign-in book allowing attending Shareholders or their appointed proxies to sign in or require attending Shareholders to submit attendance cards in lieu of signing in. 

本公司應設簽名本供出席股東或股東所委託之代理人簽到，或由出席股東繳交簽到卡以代
簽到。

The Company shall deliver the meeting agenda, annual report, attendance ID, and summary of speech form, voting ballot and other meeting information to Shareholders who attend a Shareholder’s meeting. In case of election of director (s) and / or supervisor(s), the election ballot shall also be provided. 

本公司應將議事手冊、年報、出席證、發言條、表決票及其他會議資料，交付予出席股東
會之股東；有選舉董事、監察人者，應另附選舉票。

Unless otherwise regulated in the Applicable Listing Rules or the Law, corporate Shareholders’ attendance of a general meeting shall be in accordance with the Articles. 

除上市（櫃）法令或法律另有規定外，法人出席股東會部分應遵守本章程之規定。

Article 3

第三條

Calculation of Attending Shares 出席股數之計算

The attendance of the Shareholders' meeting shall be based on the shares, and the calculation shall be conducted in accordance with the Listing and OTC Act and the articles of association. 股東會之出席應以股份為基準，其計算悉依上市櫃法令及本公司章程規定辦理。

The number of shares present shall be calculated according to the number of shares registered in the signature book or the sign in card submitted and the video conference platform, plus the number of shares exercising voting rights in writing or electronically.

PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-007 文件名稱 PROCEDURAL RULES OF
GENERAL MEETING
股東會議事規則		 版次 v1-r4
頁次 4/16 
出席股數依簽名簿或繳交之簽到卡及視訊會議帄台報到股數，加計以書面或電子方式行使
表決權之股數計算之。

When the company convenes a shareholders' meeting, it shall exercise its voting rights electronically and in writing; when it exercises its voting rights in writing or electronically, its exercise method shall be specified in the notice of convening the shareholders' meeting. Shareholders who exercise their voting rights in written or electronic form shall be deemed to attend the shareholders' meeting in person. However, the temporary motion and amendment to the original motion of the shareholders' meeting shall be deemed as waiver, so this corporation should avoid proposing the temporary motion and amendment to the original motion. 

本公司召開股東會時，應採行以電子方式並得採行以書面方式行使其表決權；其以書面或
電子方式行使表決權時，其行使方法應載明於股東會召集通知。以書面或電子方式行使表
決權之股東，視為親自出席股東會。但就該次股東會之臨時動議及原議案之修正，視為棄
權，故本公司宜避免提出臨時動議及原議案之修正。

Article 4

第四條

Venue and Time of General Meetings 開會地點及時間

According to the Articles and the Applicable Listing Rules, all general meetings shall be convened at such venues convenient for Shareholders' attendance and suitable for convention, and shall not begin earlier than 9:00 a.m. or later than 3:00 p.m. The place and time of the meeting shall fully investigate the opinions of independent directors. 

依據本章程及上市法令規定，股東會召開之地點，應於便利股東出席且適合股東會召開之
地點為之，會議開始時間不得早於上午九時或晚於下午三時，召開之地點及時間，應充分
考量獨立董事之意見。

When the company holds a video shareholders' meeting, it is not subject to the restrictions on the place of holding the video shareholders' meeting in the preceding paragraph. 本公司召開視訊股東會時，不受前項召開地點之限制。

Article 5

第五條

Identification of Appointed Professionals and Other Relevant Persons Who May Be Present 委託專業人士與相關人員得列席之識別

The Company may appoint its lawyer(s), accountant(s) or other relevant person(s) to be present at a general meeting. All supporting staff for the general meeting shall wear an identification badge or arm-band. 

本公司得指派所委託之律師、會計師或相關人員列席股東會。辦理股東會之會務人員應佩
戴識別證或臂章。

Article 6

PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-007 文件名稱 PROCEDURAL RULES OF
GENERAL MEETING
股東會議事規則		 版次 v1-r4
頁次 5/16

第六條

Audio Recording or Videotaping of Meetings for Evidence 開會過程錄音或錄影之存證

A general meeting shall be audio recorded or videotaped in its entirety and these tapes shall be kept for at least one year. However, the said tapes shall be kept until the conclusion of legal proceedings if a Shareholder initiates proceedings in accordance with the Applicable Listing Rules. 

本公司應將股東會之開會過程全程錄音或錄影，並至少保存一年。但經股東依上市法令提
起訴訟者，應保存至訴訟終結為止。

Where the shareholders' meeting is held by video conference, the company shall record and keep the data of shareholders' registration, registration, registration, questioning, voting and the company's vote counting results, and continuously record and video the whole process of the video conference. 

股東會以視訊會議召開者，本公司應對股東之註冊、登記、報到、提問、投票及公司計票
結果等資料進行記錄保存，並對視訊會議全程連續不間斷錄音及錄影。

This corporation shall properly preserve the data and audio and video recordings referred to in the preceding paragraph during its existence, and provide the audio and video recordings to those entrusted with video conference affairs for preservation. 

前項資料及錄音錄影，本公司應於存續期間妥善保存，並將錄音錄影提供受託辦理視訊會

議事務者保存。

When holding a shareholders' meeting by video, the company shall provide appropriate alternative measures for shareholders who have difficulties in attending the shareholders' meeting by video. 

本公司召開視訊股東會時，應對於以視訊方式出席股東會有困難之股東，提供適當替代措
施。

Article 7

第七條

The Chairman and Agent 主席及代理人

Subject to the Applicable Listing Rules, the Chairman, if any, of the Board of the Directors shall preside as chairman at every general meeting of the Company convened by the Board of the Directors. In case the Chairman is on leave or absent or can not exercise his/her power and authority for any cause, he/she shall designate one of the other Directors to act on his/her behalf. In the absence of such a designation, the Directors shall elect from among themselves an acting chairman for the meeting.

除上市法令另有規定外，股東會如由董事會所召集，其主席應由董事長 ( 如有 ) 擔任之，董 事長請假或因故不能行使職權時，由董事長指定董事一人代理之，董事長未指定代理人 者，由董事互推一人代理之。

For a general meeting convened by any other person having the convening right, such person shall act as the chairman of that meeting; provided that if there are two (2) or more persons

PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-007 文件名稱 PROCEDURAL RULES OF
GENERAL MEETING
股東會議事規則		 版次 v1-r4
頁次 6/16

jointly having the convening right, the chairman of the meeting shall be elected from those persons. 

股東會如由董事會以外之其他召集權人召集者，主席由該召集權人擔任之，召集權人有二
人以上時，應互推一人擔任之。

The Company shall prepare the notice of general meetings, the proxy form, and the information relating to the subject and description of proposals for recognition and for discussion, election and/or dismissal of directors and supervisors in the form of electronic file to be uploaded to the Market Observation Post System thirty (30) days before annual general meetings or fifteen (15) days before extraordinary general meetings. The meeting agenda for general meetings and supplemental meeting information shall be prepared in the form of electronic file to be uploaded to the Market Observation Post System twenty (21) days before annual general meetings or fifteen (15) days before extraordinary general meetings. The meeting agenda for general meetings and supplemental meeting information shall be ready for Shareholders' review at all time by fifteen (15) days before general meetings, and such information shall be available at the Company and professional stock agent appointed by the Company and be distributed at general meetings. 

本公司應於股東常會開會三十日前或股東臨時會開會十五日前，將股東會開會通知書、委
託書用紙、有關承認案、討論案、選任或解任董事、監察人事項等各項議案之案由及說明
資料製作成電子檔案傳送至公開信息觀測站。於股東常會開會二十一日前或股東臨時會開
會十五日前，將股東會議事手冊及會議補充資料，製作電子檔案傳送至公開信息觀測站。
股東會開會十五日前，備妥當次股東會議事手冊及會議補充資料，供股東隨時索閱，並陳
列於本公司及其本公司委託之專業股務代理機構。

When the company holds a video conference of the shareholders' meeting, the following matters shall be specified in the notice of convening the shareholders' meeting:

  • 1 、 Methods for shareholders to participate in video conferences and exercise their rights.

  • 2 、 The handling methods of obstacles to the video conference platform or participation by video due to natural disasters, incidents or other force majeure shall at least include the following matters:

  • （ 1 ） The time when the meeting needs to be postponed or resumed due to the continuous failure to remove the obstacles before the occurrence, and the date when the meeting needs to be postponed or resumed.

  • （ 2 ） Shareholders who have not registered to participate in the original shareholders' meeting by video shall not participate in the adjourned or resumed meeting.

  • （ 3 ） If the video assisted shareholders' meeting cannot be resumed, the shareholders' meeting shall be continued after deducting the number of shares attending the shareholders' meeting by video, and the total number of shares attending the shareholders' meeting reaches the statutory quota of the shareholders' meeting. The number of shares attending the shareholders' meeting by video shall be included in the total number of shareholders' shares attending the meeting, and all proposals at the shareholders' meeting shall be deemed to have waived.

  • （ 4 ） In the event that the results of all motions have been announced but no interim motion has been made, the handling method shall be.

  • 3 、 When convening a shareholders' meeting by video, it shall specify appropriate alternative

PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-007 文件名稱 PROCEDURAL RULES OF
GENERAL MEETING
股東會議事規則		 版次 v1-r4
頁次 7/16

measures for shareholders who have difficulties in participating in the shareholders' meeting by video. 

本公司召開股東會視訊會議，應於股東會召集通知載明下列事項：

一、股東參與視訊會議及行使權利方法。

  • 二、因天災、事變或其他不可抗力情事致視訊會議帄台或以視訊方式參與發生障礙之處 理方式，至少包括下列事項:

  • (一)發生前開障礙持續無法排除致頇延期或續行會議之時間，及如頇延期或續行集 會時之日期。

  • (二)未登記以視訊參與原股東會之股東不得參與延期或續行會議。

  • (三)召開視訊輔助股東會，如無法續行視訊會議，經扣除以視訊方式參與股東會之 出席股數，出席股份總數達股東會開會之法定定額，股東會應繼續進行，以視 訊方式參與股東，其出席股數應計入出席之股東股份總數，就該次股東會全部 議案，視為棄權。

  • (四)遇有全部議案已宣布結果，而未進行臨時動議之情形，其處理方式。

  • 三、召開視訊股東會，並應載明對以視訊方式參與股東會有困難之股東所提供之適當替 代措施。

Article 8

第八條

Convention of A Meeting 會議召開

The chairman shall call the general meeting to order at the time scheduled for the general meeting. If the number of Shares represented by the attending Shareholders has not yet constituted the quorum (more than an aggregate of one-half (1/2) of all Shares in issue present in person or by proxy and entitled to vote) at the time scheduled for the general meeting, the chairman may postpone the time for the meeting. The postponements shall be limited to two times at most, and the general meeting shall not be postponed for more than one hour in total. If after two postponements the number of Shares represented by the attending Shareholders has not yet constituted more than one-third (1/3) of all Shares in issue present in person or by proxy and entitled to vote, a tentative resolution may be passed in accordance with the Applicable Listing Rules. Before the end of such a meeting, if the number of Shares represented by the attending Shareholders has already constituted more than an aggregate of one-half (1/2) of all Shares in issue, the chairman may put the tentative resolution(s) already passed to the Shareholders' resolution again in accordance with the Applicable Listing Rules.

已屆開會時間，主席應即宣布開會，惟未達法定出席數 ( 即有代表已發行股份總數過半數之 有表決權股東親自或委託代理人出席 ) 時，主席得宣布延後開會，其延後次數以二次為限， 延後時間合計不得超過一小時。延後二次仍不足額惟有代表已發行股份總數三分之一以上 之有表決權股東親自或委託代理人出席時，得依據上市法令規定為假決議。於當次會議未 結束前，如出席股東所代表股數達已發行股份總數過半數時，主席得將作成之假決議，依 據上市法令規定重新提請股東會表決。

If the shareholders representing more than one third of the total issued shares are still not present after the second delay, the chairman shall announce the adjournment of the meeting; Where the shareholders' meeting is held by video conference, the company shall also announce the current

PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-007 文件名稱 PROCEDURAL RULES OF
GENERAL MEETING
股東會議事規則		 版次 v1-r4
頁次 8/16

meeting on the video conference platform of the shareholders' meeting. 

若延後二次仍不足有代表已發行股份總數三分之一以上股東出席時，由主席宣布流會；股
東會以視訊會議召開者，本公司另應於股東會視訊會議帄台公告流會。

Article 9

第九條

Proposal Discussion 議案討論

If the shareholders' meeting is convened by the board of directors, its agenda shall be determined by the board of directors. Relevant motions (including temporary motions and amendments to the original motion) shall be voted on a case by case basis. The meeting shall be conducted in accordance with the scheduled agenda and shall not be changed without the approval of the shareholders' meeting.

股東會如由董事會召集者，其議程由董事會訂定之，相關議案 ( 包括臨時動議及原議案修正 ) 均應採逐案票決，會議應依排定之議程進行，非經股東會決議通過不得變更之。

The preceding paragraph applies to circumstances where the general meeting is convened by any person, other than the Board of Directors, entitled to convene such general meeting. 股東會如由董事會以外之其他有召集權人召集者，準用前項之規定。

Unless otherwise resolved at the general meeting or in accordance with Article 17 of the Rules, the chairman cannot announce adjournment of the general meeting before all items listed in the agenda are resolved; after a meeting is adjourned, Shareholders shall not elect a chairman and resume the meeting at the same or another venue. In case that the chairman adjourns the general meeting in violation of the Rules, other members of the Board of Directors shall promptly assist the attending Shareholders to elect, by a majority of votes represented by attending Shareholders present in the general meeting, another person to serve as chairman to continue the general meeting in accordance with due procedures. 

前二項排定之議程於議事未終結前，非經決議或依本規則第十七條之規定，主席不得逕行
宣布散會；會議散會後，股東不得另推選主席於原址或另覓場所續行開會，但主席違反本
規則，宣布散會者，董事會其他成員應迅速協助出席股東依法定程序，以出席股東表決權
過半數之同意推選一人擔任主席，繼續開會。

The chairman shall provide sufficient time for the explanation and discussion of all items listed in the agenda and amendments submitted by Shareholders. The chairman may announce an end of discussion and submit an item for a vote if the chairman deems that the agenda item is ready for voting and the discussion and amendments proposed complied with the Applicable Listing Rules and the Articles. 

主席對於議案及股東所提之修正案，應給予充分說明及討論之機會，若認為該等議案及修
正案均已符合本章程及上市法令之規定且達可付表決之程度時，得宣布停止討論，提付表
決。

Article 10

第十條

Speech of Shareholder 股東發言

PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-007 文件名稱 PROCEDURAL RULES OF
GENERAL MEETING
股東會議事規則		 版次 v1-r4
頁次 9/16

When a Shareholder attending the general meeting wishes to speak, a speech note should be filled out with summary of the speech, the Shareholder’s account number (or the number of attendance card) and the account name of the Shareholder. The sequence of speeches shall be determined by the chairman. 

出席股東發言前，頇先填具發言條載明發言要旨、股東戶號（或出席證編號）及戶名，由
主席指定其發言。

If any attending Shareholder at the general meeting submits a speech note but does not speak, no speech shall be deemed to have been made by such Shareholder. In case contents of the speech of a Shareholder are inconsistent with the contents of the speech note, the content of actual speech shall prevail. 

出席股東僅提發言條而未發言者，視為未發言，發言內容與發言條記載不符者，以發言內
容為準。

Any Shareholder may not speak more than twice concerning the same item without chairman’s consent, and each speech time shall not exceed five minutes. In case the speech of any Shareholder violates this paragraph or is outside the scope of the agenda item, the chairman may stop the speech of such Shareholder. 

同一議案每一股東發言，非經主席之同意不得超過兩次，每次不得超過五分鐘，股東發言

違反本項規定或超出議題範圍者，主席得制止其發言。

Unless otherwise permitted by the chairman and the speaking Shareholder, no Shareholder shall interrupt the speech of other Shareholders. The chairman shall stop such interruption. 

出席股東發言時，其他股東除經徵得主席及發言股東同意外，不得發言干擾，違反者主席
應予制止。

If a corporate Shareholder has appointed two or more representatives to attend the general meeting, only one representative can speak for each agenda item. 

法人股東指派二人以上之代表出席股東會時，同一議案僅得推由一人發言。

After the speech of any Shareholder, the Chairman may make responses by him or herself or appoint an appropriate person to respond. 

出席股東發言後，主席得親自或指定相關人員答覆。

If the shareholders' meeting is held by video, the shareholders participating by video may ask questions in writing on the video conference platform of the shareholders' meeting after the chairman announces the meeting and before the adjournment of the meeting. The number of questions for each proposal shall not exceed two times, and each time shall be limited to 200 words. The provisions of paragraphs 1 to 5 shall not apply. 

股東會以視訊會議召開者，以視訊方式參與之股東，得於主席宣布開會後，至宣布散會前，
於股東會視訊會議帄台以文字方式提問，每一議案提問次數不得超過兩次，每次以二百字
為限，不適用第一項至第五項規定。

Article 11

第十一條

Proposal by Shareholder 股東提案

PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-007 文件名稱 PROCEDURAL RULES OF
GENERAL MEETING
股東會議事規則		 版次 v1-r4
頁次 10/16

In accordance with the Applicable Listing Rules and subject to Article 52 of the Articles, any Shareholders who individually or collectively hold one percent (1%) or more of the total number of issued Shares of the Company may submit to the Company a proposal or by way of electronic transmission for discussion at the annual general meeting.

持有已發行股份總數百分之一以上股份之股東，得依上市法令之規定，及本章程第 52 條 之規定，以書面或電子受理方式向公司提出股東常會議案。

Article 12

第十二條 、 Calculation of Voting Shares and Recusal 表決股數之計算 迴避制度

Voting at a general meeting shall be based on the number of Shares. 

股東會之表決，應以股份為計算基準。

The Shares held by any Shareholders with no voting rights shall not be included in the total number of issued Shares while voting on resolutions in the general meeting. 

股東會之決議，對無表決權股東之股份數，不算入已發行股份之總數。

To the extent required by the Applicable Listing Rules and in accordance with Article 66 of the Articles, any Shareholder who bears a personal interest that may conflict with and impair the interest of the Company in respect of any proposed matter for consideration an approval at a general meeting shall abstain from voting any of the Shares that such Shareholder should otherwise be entitled to vote in person, as a proxy or corporate representative with respect to said matter.

於上市法令要求之範圍內，依本章程第 66 條之規定，股東對於提交股東會同意之提案事 項有自身利害關係致有害於公司利益之虞時，就該提案事項不得親自或代理他股東或代表 法人股東行使其本可行使之任何表決權。

Any Shares held by any Shareholders who are not permitted to exercise voting rights in the preceding paragraph shall not be counted in the number of votes of Shareholders present at the general meeting for relevant resolutions. 

前項不得行使表決灌之股份數，就相關決議不算入已出席股東之表決權數。

Except for Taiwan trust enterprises or Shareholders’ Service Agencies approved by Taiwan competent authorities, when a person who acts as the proxy for two or more Shareholders concurrently, the number of votes represented by him shall not exceed three percent of the total number of votes of the Company and the portion of excessive votes represented by such proxy shall not be counted. 

除中華民國信託事業或經中華民國證券主管機關核准的股務代理機構外，一人同時受二人
以上股東委託時，其代理之表決權不得超過已發行股份總數表決權之百分之三，超過時其
超過之表決權，不予計算。

Subject to the Applicable Listing Rules, if any Shareholder holding Shares for and on behalf of another person or entity, such Shareholder may assert to exercise the voting rights separately. The qualifications, scopes, exercises, operational procedures and other matters in relation to the aforesaid separate exercise of voting rights shall be conducted in accordance with the Applicable Listing Rules. 

依據上市法令，股東係為他人持有股份時，股東得主張分別行使表決權。前述關於分別行
PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-007 文件名稱 PROCEDURAL RULES OF
GENERAL MEETING
股東會議事規則		 版次 v1-r4
頁次 11/16 
使表決權之資格條件、適用範圍、行使方式、作業程序及其他應遵行事項之辦法，由金管
會定之。

Article 13

第十三條

Principle for Voting Right 表決權原則

Subject to the Articles and any rights and restrictions for the time being attached to any Share, every Shareholder and every Person represented by proxy shall have one vote for each Share of which he or the Person represented by proxy is the holder. 

除本章程另有規定或股份另附有任何權利或限制外，每一親自出席或委託代理人出席之股
東於進行表決時，就其所持有的每一股份均有一表決權。

Shareholders shall vote on each of the proposals presented at the meeting and the result of the vote indicating Shareholders' consent, objection and abstaining from voting shall be entered at the Market Observation Post System on the day immediately following the convention of the Shareholders' meeting. 

議案應由股東逐案進行投票表決，並於股東會召集後當日，將股東同意、反對及棄權之結

果輸入公開資訊觀測站。

Where any Director or supervisor (if any), who is also a Shareholder of the Company, creates or has created a pledge on the Shares held by such Director (the "Pledged Shares") exceeding fifty percent (50%) of total Shares held by such Director at the time of his/her appointment as Director or supervisor (if any), such Director or supervisor (if any) shall refrain from exercising its voting rights on the Shares representing the difference between the Pledged Shares and fifty percent (50%) of total Shares held by such Director or supervisor (if any) at the time of his/her appointment as Director or supervisor (if any), and such Shares shall not be counted toward the number of votes represented by the Shareholders present at a general meeting.

本公司董事或監察人 ( 如有 ) 亦持有本公司股份時，如該董事或監察人 ( 如有 ) 以股份設定質權 ( 下稱「設質股份」 ) 超過選任當時所持有之本公司股份數額二分之一時，其超過之股份 ( 即 設質股份超過選任當時所持有股份數額二分之一的部分 ) 不得行使表決權，不算入已出席股 東之表決權數。

Article 14

第十四條

Voting on Proposal 議案之表決

Unless otherwise provided for under the Applicable Listing Rules or the Articles, a proposal put to a vote shall be approved by consent of a majority of Shareholders present at the meeting attended.

議案之表決，除上市法令或本章程另有規定外，以出席股東表決權過半數之同意通過之。 In case of an amendment proposal or substitute proposal to an original proposal, the chairman shall decide on the order of vote together with the original proposal. However, if one of the proposals has been approved, the others shall be deemed overruled and no further vote is

PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-007 文件名稱 PROCEDURAL RULES OF
GENERAL MEETING
股東會議事規則		 版次 v1-r4
頁次 12/16

required. 

同一議案有修正案或替代案時，由主席併同原案定其表決之順序。如其中一案已獲通過
時，其他議案即視為否決，毋庸再行表決。

Article 15

第十五條

Checking and Counting Ballots 監票及計票

The chairman shall appoint persons responsible for checking and counting ballots during votes on agenda items. However, the persons responsible for checking ballots must be Shareholders. The general meeting and ballot-counting process shall be made public at the general meeting venue and the result of voting, including number of votes for each nominee shall be announced live at the general meeting and placed on record. 

議案表決之監票及計票人員，由主席指定之，但監票人員應具有股東身分。股東會表決或
選舉議案之計票作業應於股東會場內公開處為之，且應於計票完成後，當場宣布表決結
果，包含統計之權數，並做成記錄。

When a general meeting holds an election for the board of directors and board supervisors (if applicable), the procedure shall be implemented according to corresponding Company regulations, and the ballot results shall be announced live, including all elected board members, supervisors (if any), and vote figures for each electee.

股東會有選舉董事、監察人 ( 如有 ) 時，應依本公司所訂相關選任規範辦理，並應當場宣布 選舉結果，包含當選董事、監察人 ( 如有 ) 之名單與其當選權數。

The company holds a video conference of the shareholders' meeting. After the chairman announces the meeting, the shareholders participating by video shall vote on various proposals and election proposals through the video conference platform, and shall complete the voting before the chairman announces the end of the voting. If the voting is delayed, they shall be deemed to have abstained. 

本公司召開股東會視訊會議，以視訊方式參與之股東，於主席宣布開會後，應透過視訊會
議帄台進行各項議案表決及選舉議案之投票，並應於主席宣布投票結束前完成，逾時者視

為棄權。

If the shareholders' meeting is held by video, the votes shall be counted at one time after the chairman announces the end of voting, and the voting and election results shall be announced. 股東會以視訊會議召開者，應於主席宣布投票結束後，為一次性計票，並宣布表決及選舉 結果。

When the company holds a video assisted shareholders' meeting, shareholders who have registered to attend the shareholders' meeting by video in accordance with the regulations and want to attend the entity shareholders' meeting in person shall cancel their registration in the same manner as the registration two days before the shareholders' meeting; If the cancellation is overdue, it can only attend the shareholders' meeting by video. 

本公司召開視訊輔助股東會時，已依規定登記以視訊方式出席股東會之股東，欲親自出席
實體股東會者，應於股東會開會二日前，以與登記相同之方式撤銷登記；逾期撤銷者，僅
得以視訊方式出席股東會。

Those who exercise their voting rights in writing or electronically, do not revoke their expression

PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-007 文件名稱 PROCEDURAL RULES OF
GENERAL MEETING
股東會議事規則		 版次 v1-r4
頁次 13/16

of intention, and participate in the shareholders' meeting by video, except for temporary motions, shall not exercise their voting rights on the original motion, propose amendments to the original motion, or exercise their voting rights on the amendments to the original motion.

以書面或電子方式行使表決權，未撤銷其意思表示，並以視訊方式參與股東會者，除臨時 動議外，不得再就原議案行使表決權或對原議案提出修正或對原議案之修正行使表決權。 If the shareholders' meeting is held by video conference, the company shall immediately disclose the voting results of various proposals and election results on the video conference platform of the shareholders' meeting after the voting is completed, and shall continue to disclose them for at least 15 minutes after the chairman announces the adjournment of the meeting. 

股東會以視訊會議召開者，本公司應於投票結束後，即時將各項議案表決結果及選舉結
果，依規定揭露於股東會視訊會議帄台，並應於主席宣布散會後，持續揭露至少十五分鐘。

Article 16

第十六條 Meeting Minutes 議事錄

Any resolutions made at a general meeting shall be compiled in the form of meeting minutes. The chairman shall affix his/her signature or seal to the meeting minutes, which shall be issued to shareholders within twenty days after the end of the general meeting. Meeting minutes may be produced and issued to Shareholders in electronic form. 

股東會之決議，應作成議事錄，由主席簽名或蓋章，並於會後二十日內，將議事錄分發各
股東。議事錄之製作及分發，得以電子方式為之。

The meeting minutes referred to in the preceding paragraph may be distributed, alternatively, by way of making public announcement at the Market Observation Post System. 前項議事錄之分發，得以輸入公開資訊觀測站之公告方式為之。

The minutes of the meeting shall be recorded in accordance with the year, month, day, place, name of the chairman, method of resolution, essentials of the meeting process and voting results (including the statistical weight). When there are directors and supervisors to be elected, the voting power of each candidate shall be disclosed. It shall be kept permanently for the duration of the company. 

議事錄應確實依會議之年、月、日、場所、主席姓名、決議方法、議事經過之要領及表決
結果（包含統計之權數）記載之，有選舉董事、監察人時，應揭露每位候選人之得票權數。
在本公司存續期間，應永久保存。

The number of votes casted for and against a resolution and the total number of votes cast shall be recorded in the meeting minutes.

決議之表決結果 ( 包括贊成及反對 ) 之票數及總投票數均應載明於議事錄。

Where a shareholders' meeting is held by video, in addition to the items to be recorded in accordance with the preceding paragraph, the minutes shall also record the beginning and end time of the shareholders' meeting, the method of holding the meeting, the name of the chairman

PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-007 文件名稱 PROCEDURAL RULES OF
GENERAL MEETING
股東會議事規則		 版次 v1-r4
頁次 14/16

and the record, as well as the handling methods and circumstances in case of obstacles to the video conference platform or participation by video due to natural disasters, incidents or other force majeure. 

股東會以視訊會議召開者，其議事錄除依前項規定應記載事項外，並應記載股東會之開會
起迄時間、會議之召開方式、主席及紀錄之姓名，及因天災、事變或其他不可抗力情事致
視訊會議帄台或以視訊方式參與發生障礙時之處理方式及處理情形。

In convening a shareholders' meeting by video, the company shall, in addition to the provisions of the preceding paragraph, specify in the minutes the alternative measures provided by shareholders who have difficulties in participating in the shareholders' meeting by video. 本公司召開視訊股東會，除應依前項規定辦理外，並應於議事錄載明，對於以視訊方式參 與股東會有困難股東提供之替代措施。

Article 17

第十七條

、 Intermission and Resumption of A Meeting 休息 續行集會

During the general meeting, the chairman may, at his or her discretion, set time for intermission. In exceptional cases, when there are incidents that temporarily prevent the normal progress of the general meeting, the chairman may decide to temporarily suspend the general meeting and announce, depending on the situation, the time that the meeting will resume. 

會議進行時，主席得酌定時間宣告休息，發生不可抗拒之情事時，主席得裁定暫時停止會

議，並視情況宣布續行開會之時間。

Before the agenda set for the general meeting are completed, if the meeting venue cannot continue to be used for the general meeting, the chairman may seek another venue to resume the general meeting. Upon approval by Ordinary Resolution, the chairman may (and shall if so directed by the meeting) adjourn the general meeting if necessary.

股東會排定之議程於議事未終結前，開會之場地屆時未能繼續使用，得由主席決定另覓場 地繼續開會並若有需要時經普通決議同意得 ( 如經股東會指示則應 ) 宣佈股東會延期。

The Shareholders may resolve to adjourn or resume the general meeting within five days in accordance with the Applicable Listing Rules and the Articles. 

股東會得依上市法令及本章程之規定，決議在五日內延期或續行集會。

If the shareholders' meeting is held by video conference, and the obstacle to the video conference platform or participation by video conference lasts for more than 30 minutes due to natural disasters, incidents or other force majeure, the date of the meeting shall be postponed or resumed within five days, and the provisions of article 1812 of the company Law shall not apply; During the period specified in the latter paragraph of Article 12 and paragraph 3 of Article 13 of the rules governing the use of power of attorney by public companies to attend shareholders' meetings, paragraph 2 of article 44-5, article 44-15, and paragraph 1 of article 44-17 of the rules governing the handling of share affairs of public companies, the company shall handle the date of the shareholders' meeting postponed or resumed in accordance with this paragraph. 

股東會以視訊會議召開者，因天災、事變或其他不可抗力情事，致視訊會議帄台或以視訊

方式參與發生障礙，持續達三十分鐘以上時，應於五日內延期或續行集會之日期，不適用
PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-007 文件名稱 PROCEDURAL RULES OF
GENERAL MEETING
股東會議事規則		 版次 v1-r4
頁次 15/16 
公司法第一百八十二條之規定；公開發行公司出席股東會使用委託書規則第十二條後段及
第十三條第三項、公開發行股票公司股務處理準則第四十四條之五第二項、第四十四條之
十五、第四十四條之十七第一項所定期間，本公司應依本項規定延期或續行集會之股東會
日期辦理。

In the event of an adjourned or resumed meeting referred to in the preceding paragraph, shareholders who have not registered to participate in the original shareholders' meeting by video shall not participate in the adjourned or resumed meeting; The number of shares present at the original shareholders' meeting, voting rights exercised and voting rights shall be included in the total number of shares, voting rights and voting rights of shareholders present at the postponed or resumed meeting; When handling the adjournment or renewal of the shareholders' meeting in accordance with the provisions of the preceding paragraph, there is no need to re discuss and adopt a resolution on the proposal that has completed the voting and counting of votes, and announced the voting results or the list of directors and supervisors elected; When the company holds a video assisted shareholders' meeting and the video meeting cannot be resumed in the preceding paragraph, if the total number of shares attending the shareholders' meeting by video is still up to the statutory quota after deducting the number of shares attending the shareholders' meeting by video, the shareholders' meeting shall continue without delaying or resuming the meeting in accordance with the provisions of the preceding paragraph; Where this corporation postpones or renews the meeting in accordance with the provisions of the preceding paragraph, it shall carry out relevant pre-processing operations in accordance with the provisions set forth in paragraph 7 of article 44-20 of the guidelines for the handling of stock affairs of public companies, and in accordance with the date of the original shareholders' meeting and the provisions of each article. 

發生前項應延期或續行會議，未登記以視訊參與原股東會之股東，不得參與延期或續行會
議；依前項規定應延期或續行會議，已登記以視訊參與原股東會並完成報到之股東，未參
與延期或續行會議者，其於原股東會出席之股數、已行使之表決權及選舉權，應計入延期
或續行會議出席股東之股份總數、表決權數及選舉權數；依前項規定辧理股東會延期或續
行集會時，對已完成投票及計票，並宣布表決結果或董事、監察人當選名單之議案，無頇
重行討論及決議；本公司召開視訊輔助股東會，發生前項無法續行視訊會議時，如扣除以
視訊方式出席股東會之出席股數後，出席股份總數仍達股東會開會之法定定額者，股東會
應繼續進行，無頇依前項規定延期或續行集會；本公司依前項規定延期或續行集會，應依
公開發行股票公司股務處理準則第四十四條之二十第七項所列規定，依原股東會日期及各
該條規定辦理相關前置作業。

In the event that the meeting should be continued in accordance with the preceding paragraph, the number of shares attended by shareholders participating in the shareholders' meeting by video shall be included in the total number of shares attended by shareholders, but all proposals for the shareholders' meeting shall be deemed to have waived in accordance with paragraph 5 of article 44-20 of the standards for the handling of share affairs of public companies. 

發生前項應繼續進行會議之情事，以視訊方式參與股東會股東，其出席股數應計入出席股
東之股份總數，惟就該次股東會全部議案，依公開發行股票公司股務處理準則第四十四條
之二十第五項規定，視為棄權。

Article 18

PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-007 文件名稱 PROCEDURAL RULES OF
GENERAL MEETING
股東會議事規則		 版次 v1-r4
頁次 16/16

第十八條

Preservation of Order at the Meeting Venue 會場秩序之維持

The chairman may direct inspectors (or security guards) to assist in preserving the order at the meeting venue. Inspectors (or security guards) shall wear an arm-band with the word "Inspector" when assisting in preserving the order at the meeting venue.

主席得指揮糾察員 ( 或保全人員 ) 協助維持會場秩序。糾察員 ( 或保全人員 ) 在場協助維持秩序 時，應佩戴「糾察員」字樣臂章。

The chairman may direct inspectors or security guards to ask Shareholders who violate the Rules, disobey the chairman's correction, impede the process of the meeting and do not comply after being asked to stop to leave the meeting venue. 

股東違反本規則不服從主席糾正，妨礙會議之進行，經制止不服從者，得由主席指揮糾察
員或保全人員請其離開會場。

Article 19

第十九條

Enforcement and Amendment 實施與修訂

Establishment and amendment to the Rules shall be subject to approval of the Board of Directors, which shall be further approved by Ordinary Resolution in the general meeting. 本規則之訂定及修正應經董事會同意，並經股東會以普通決議通過。

PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-017 文件名稱 Procedures for Derivative
Products Transactions
衍生性金融商品交易作業程序		 版次 v3-r0
頁次 1/10

Article 1

第一條

Purpose 目的

The Procedures are established to manage the derivative products transactions of the Company for purposes of managing the Company’s revenue and expenses, assets and liabilities, for reducing risks produced by changes in foreign exchange or interest rates and for enhancing competitiveness of the Company. 

為有效管理公司收支、資產及負債，降低因外匯、利率等變動所產生之風險，進而增加企
業競爭力，特定本程序以為依據，確實管理公司各項金融商品交易。

Unless otherwise defined in the Procedures, any capital letters as used in the Procedures shall have the same meanings as defined in the Articles of Association of the Company (as amended or substituted from time to time; hereinafter "Articles").

除本程序另有定義外，本程序所使用任何英文字首大寫之詞彙，其意義應與本公司公司章 程 ( 包括其隨時修改或被取代之版本；下稱「本章程」 ) 中之定義相同。

Article 2 第二條

Legislative Basis 法令依據

The Procedures are established pursuant to the Taiwan's Regulations Governing the Acquisition or Disposal of Assets of Public Companies. Any matter not specified herein shall be subject to the Taiwan's Regulations Governing the Acquisition or Disposal of Assets of Public Companies. 本程序係依據臺灣『公開發行公司取得或處分資產處理準則』之規定制訂。本程序如有未 盡事宜，悉依臺灣『公開發行公司取得或處分資產處理準則』辦理。

Article 3

第三條

Applicable Subject 適用範圍

The Procedures are established as reference for the Company to implement Derivative Products and spot foreign exchange transactions. The subsidiary of the Company shall apply mutatis mutandis the Procedures. 

本程序之制定係為本公司執行衍生性金融商品及現貨外匯交易之依據。本公司之子公司準
PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-017 文件名稱 Procedures for Derivative
Products Transactions
衍生性金融商品交易作業程序		 版次 v3-r0
頁次 2/10 
用之。

Article 4 第四條

Types of Transaction 交易種類

  1. “Derivative Products” refers to transaction contracts (such as forward contracts, options contracts, futures contracts, leverage contract and swap contracts, as well as compound contracts combining the above products) whose value is derived from assets, interest rates, foreign exchange rates, indexes or other interests.

  2. 本程序所稱之衍生性商品，係指其價值由資產、利率、匯率、指數或其他利益等商品 所衍生之交易契約 ( 如遠期契約、選擇權、期貨、槓桿保證金、交換，暨上述商品組合 。

  3. 而成之複合式契約等 )

  4. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) agreements.

  5. 本程序所稱之遠期契約，不含保險契約、履約契約、售後服務契約、長期租賃契約及 長期進 ( 銷 ) 貨合約等。

  6. Matters relating to bond guarantee transactions shall be subject to the relevant rules set forth in the Procedures.

  7. 有關債券保證金交易之相關事宜，應比照本程序之相關規定辦理。

Article 第五條

Management (Hedging) Strategy 經營 ( 避險 ) 策略

The Company conducts the Derivative Products transactions based on the hedging principles. Accordingly, the types of the Derivative Products for the transaction shall be related to the Company’s assets, liabilities or anticipated impact caused by changes to the prices, interest rates or exchange rates relating to the import/export goods of the Company so as to reduce the overall risk of the Company. 

本公司從事衍生性商品交易係以避險為原則，因此從事交易之衍生性商品種類，應與本公
司已持有之資產或負債或預期進出口交易因其相關之價格、利率、匯率等因素變動而造成
之影響有相關者，藉以降低公司整體之風險。
PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-017 文件名稱 Procedures for Derivative
Products Transactions
衍生性金融商品交易作業程序		 版次 v3-r0
頁次 3/10

Articles 6 第六條

Separation of Powers and Responsibilities 權責劃分

Staffs responsible for Derivative Products transactions are divided into the following: 從事衍生性商品之交易人員可分為︰

  1. Trading Staffs 交易人員

  2. (A) In charge of the preparation of the strategy relating to all of the Company’s financial products transactions; 

負責整個公司金融商品交易之策略擬定；

  • (B) The trading staffs shall, on a bi-weekly basis, prepare a table of calculation positions and compile market data to undertake trend analysis and risk evaluation as well as prepare operation strategies to be approved by the authorizing supervisor as reference for the trading.

  • 交易人員應每二週定期計算部位，蒐集市場資訊，進行趨勢判斷及風險評估，擬定 操作策略，經由核決權限核准後，作為從事交易之依據。

  • (C) Execute in accordance with authorized scope and the established strategy. 依據授權權限及既定之策略執行交易；

  • (D) When the financial market experiences material change such that established strategy is no longer applicable as determined by the trading staffs, the trading staffs may at any time prepare an evaluation report and establish a new strategy to be approved by the Chairman as reference for the transactions. 

金融市場有重大變化、交易人員判斷已不適用既定之策略時，隨時提出評估報告，
重新擬定策略，經由董事長核准後，作為從事交易之依據。

  1. Accounting Staffs 會計人員

  2. (A) Confirm a transaction.

    • 執行交易確認。

  3. (B) Review to confirm that the transaction has been conducted within the authorized scope in accordance with the established strategy. 審核交易是否依據授權權限與既定之策略進行。

  4. (C) Conduct evaluation on a monthly basis and provide the evaluation report to the Chairman. 

每月進行評價，評估報告呈核至董事長。
  • (D) Attend to accounting matters. 
會計帳務處理。
PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-017 文件名稱 Procedures for Derivative
Products Transactions
衍生性金融商品交易作業程序		 版次 v3-r0
頁次 4/10
  1. Closing Staffs: execute closing-related tasks. 交割人員︰執行交割任務。

Article 7 第七條

Transaction Limits 契約總額

  1. The total transaction amount for contract relating to hedging operations cannot exceed the need for foreign currency based on the actual amount of the Company’s import and export operation. When evaluation is conducted based on market value, the amount of options contracts under which the Company may be required to exercise the option cannot exceed Twenty-five Million United States Dollars. The approval of the Chairman is required for any amount exceeding the above. 
有關避險操作之契約總額以不超過公司實際進出口之外幣需求總額為限，且以市價評
估時，可能被要求履約選擇權之數量不得超過美金貳仟伍佰萬元，若超過上述金額，
應呈報董事長核准之。

  1. The financial staffs may prepare a proposed strategy based on forecast on market changes for approval by the Chairman to be used on transactions with particular purposes; however, the net accumulative hedging position may not exceed Twenty-five Million United States Dollars. The approval of the Board is required for any amount exceeding the above pursuant to the strategic instruction given.

  2. 基於對市場變化狀況之預測，財務人員得依需要擬定策略，提報董事長核准後進行特 定用途之交易，惟淨累積之部位以美金貳仟伍佰萬元為限，超過上述之金額，需經董 事會之同意，依照政策性之指示為之。

Article 8

第八條

Limits for Overall and a Single Contractual Loss 全部與個別契約損失上限

The Company conducts the Derivative Products transaction based on the hedging principles. Where the loss produced by fluctuations in market conditions may be offset by the hedging assets or liabilities, the hedging position of a transaction agreement with a particular purpose may not exceed twenty percent of the contract amount; if the loss cannot be entirely offset by the hedging assets or liabilities, the hedging position for the year cannot exceed twenty percent of

PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-017 文件名稱 Procedures for Derivative
Products Transactions
衍生性金融商品交易作業程序		 版次 v3-r0
頁次 5/10

the all contract amount.

本公司從事衍生性商品交易係以避險為原則，因此市場行情波動所產生的損失，可與被避
險資產或負債產生抵消的效果，若特定目的之交易契約以合約金額之百分之二十為損失上
限；如損失無法完全由被避險資產或負債抵消時，年度損失上限金額為合約總額之百分之
二十。

Article 9 第九條

Risk Management 風險管理

  1. Credit Risk 信用風險之考量

  2. The transactional bank shall be selected among financial institutions with excellent credit, larger operational scale and expert knowledge. 

選擇往來交易銀行，應以信用卓著、規模較大，並能提供專業資訊之金融機構為對象。
  1. Market Risk 市場風險之考量

Due to the fact the prices of the Derivative Products fluctuate in the market which may result in a loss, the Company shall adhere to the hedging or non-hedging principles upon establishing a hedging or non-hedging position and shall strictly comply with the rules relating to the limits of loss. 

基於衍生性金融商品在市場上價格波動不定，可能會產生損失，故在部位建立後，以
避險或非避險之交易為原則，嚴守相關損失上限之規定。

  1. Fluidity 流動性之考量

  2. Fluidity is divided into product fluidity and cash fluidity. The Company shall take into consideration product fluidity and popularity of the product and shall monitor the cash flow of the Company to ensure that closing can take place as required by each transaction in respect of cash fluidity. 

分為商品流動性與現金流動性，商品流動性與考量交易商品在市場上是否一般化、普
遍性；現金流動性為應隨時注意公司之現金流量，以確保各項交易到期時，能順利完
成交割作業。

  1. Operations 作業之考量

  2. (A) Risk should be avoided by ensuring that the Company’s authorized limits and operational procedures have been duly complied with, and such procedures shall be incorporated into the Company’s internal audit process.

PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-017 文件名稱 Procedures for Derivative
Products Transactions
衍生性金融商品交易作業程序		 版次 v3-r0
頁次 6/10 
應確實遵循公司授權額度、作業流程及納入內部稽核，以避免作業風險。

  • (B) The trading staffs of the Derivative Products cannot also be appointed as the staffs responsible for confirmation and closing.

    • 從事衍生性商品之交易人員及確認、交割等作業人員不得互相兼任

  • (C) Staffs responsible for risk determination, monitoring and control shall be in a different department from the staffs set forth under Subparagraph (B) above and shall report to the Board or an executive manager or supervisor who is not responsible for trading or hedging position policy-making.

    • 風險之衡量、監督與控制人員應與前款人員分屬不同部門，並應向董事會或向不負 交易或部位決策責任之高階主管人員報告。

  • (D) According to the Article 6, the positions held in respect of Derivative Products transactions shall provide the evaluation report to the Chairman monthly.

  • 衍生性商品交易所持有之部位，應依第六條規定，每月提供評估報告呈核至董事長。

  • Legal 法律之考量

  • Any material contract relating to the transaction shall be reviewed by the legal department or a legal consultant in advance to avoid risk in the future.

  • 與交易有關契約之訂定，具有重大性者，應事先會辦法務單位或法律顧問，以避免日 後本公司因此而發生風險。

  • Product Risk 商品風險之考量

The staffs in charge of the Derivative Products transaction shall have full and accurate expert knowledge to avoid loss caused by the misuse of Derivative Products. 

操作人員對於交易之衍生性商品應具備完整及正確的專業知識，以避免誤用衍生性商
品導致損失。

Article 10

第十條

Internal Audit 內部稽核

  1. The internal audit staffs shall periodically be familiarized with the sufficiency of the internal audit in respect of the Derivative Products transactions and shall conduct an audit, on a monthly basis, on the trading department to check on its compliance with the Procedures, analyze the transactional cycle and produce an audit report. If a material violation is discovered, Independent Directors of the Audit Committee shall be notified in writing and relevant staffs shall be sanctioned based on the seriousness of the violation.

  2. 內部稽核人員應定期瞭解衍生性商品交易內部控制之允當性，並按月查核交易部門對本

PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-017 文件名稱 Procedures for Derivative
Products Transactions
衍生性金融商品交易作業程序		 版次 v3-r0
頁次 7/10 
程序之遵守情形並分析交易循環，作成稽核報告。如發現重大違規情事，應以書面通知
審計委員會各獨立董事，並依違反情況予以處分相關人員。

  1. The internal audit staffs shall, prior to the February of the following year, provide the audit report, together with the annual internal audit, to the Securities and Futures Bureau ("fFSC") of the Commission for registration and shall, no later than the May of the following year, report to the FSC of any improvement made to irregular circumstances.

  2. 內部稽核人員應於次年二月底前將稽核報告併同內部稽核作業年度查核情形向中華民 國金融監督管理委員會 ( 下稱「金管會」 ) 申報，且至遲於次年五月底前將異常事項改善 情形申報金管會備查。

Article 11

第十一條

Evaluation Method 定期評估方式

  1. The board shall authorize executive managers or supervisors to periodically monitor and evaluate the Derivative Products transactions, ensure that they are executed in conformity with the Procedures, and verify whether any risks borne by the Company are within authorized scope. Any irregularities indicated in the market price evaluation report (i.e. if the hedging positions exceed the limit) shall be immediately reported to the Board of Directors and appropriate measures shall be taken.

  2. 董事會應授權高階主管人員定期監督與評估從事衍生性商品交易是否確實依本程序辦 理，及所承擔風險是否在容許承作範圍內。市價評估報告有異常情形時 ( 如持有部位已 逾損失上限 ) 時，應立即向董事會報告，並採因應之措施。

  3. The hedging positions for the Derivative Products transaction shall be evaluated at least once a week, except where business needs dictates that such evaluation be made twice a month. The evaluation report thereof shall be submitted to an executive manager or supervisor authorized by the Board of Directors.

  4. 衍生性商品交易所持有之部位至少每週應評估一次，惟若為業務需要辦理之避險性交易 至少每月應評估二次，其評估報告應呈送董事長。

Article 12

第十二條

Supervision and Management of the Board of Directors 董事會之監督管理

  1. The Board of Directors shall appoint executive managers or supervisors to monitor and
PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-017 文件名稱 Procedures for Derivative
Products Transactions
衍生性金融商品交易作業程序		 版次 v3-r0
頁次 8/10

control the risks relating to Derivative Products transactions in accordance with the following principles: 

董事會應指定高階主管人員隨時注意衍生性商品交易風險之監督與控制，其管理原則如
下：

  • (A) Periodically evaluate whether the current risk management measures are appropriate and in conformity with the Applicable Listing Rules and the Procedures; 定期評估目前使用之風險管理措施是否適當並確實依上市法令及本程序辦理。

  • (B) Monitor trading and loss; where an irregularity is discovered, appropriate and necessary measures shall be taken and the Board shall immediately be notified. If the Company establishes an Audit Committee, the Independent Directors of the Audit Committee shall be present in the Board meeting and state their opinions.

  • 監督交易及損益情形，發現有異常情事時，應採取必要之因應措施，並立即向董事 會報告，本公司若已設置審計委員會者，董事會應有審計委員會獨立董事出席並表 示意見。

  • (C) Periodic evaluation of the performance of the Derivative Products transaction to determine whether it is in conformity with the operation strategy and whether the risk borne by the Company is within the authorized scope.

  • 定期評估從事衍生性商品交易之績效是否符合既定之經營策略及承擔之風險是否 在本公司容許承受之範圍。

  • (D) The Company's Derivative Products transactions handled by relevant staffs authorized in accordance with the Procedures shall be subsequently reported to the Board of Directors.

  • 本公司從事衍生性商品交易時，依本程序規定授權相關人員辦理者，事後應提報 最近期董事會。

Article 13

第十三條

Public Announcement and Declaration 公告申報

  1. The Company shall on a monthly and prior the tenth day of each month input the required information based in standard form into a reporting website designated by the FSC of information relating to the Derivative Products transaction up to the end of the preceding months conducted by the Company or any of its subsidiaries which is not a public company within the ROC. 
按月將本公司及其非屬國內公開發行公司之子公司截至上月底止從事衍生性商品交易
PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-017 文件名稱 Procedures for Derivative
Products Transactions
衍生性金融商品交易作業程序		 版次 v3-r0
頁次 9/10 
之情形依規定格式，於每月十日前輸入金管會指定之資訊申報網站。

  1. Where a Derivative Products transaction exceeds the overall or single loss limit set forth in the Procedures, relevant information shall be submitted to a website designated by the FSC within two days from the day of such occurrence.

  2. 從事衍生性商品交易損失達本程序規定之全部或個別契約損失限金額，應於事實發生 之日起二日內，將相關資訊於金管會指定網站辦理公告申報。

Article 14

第十四條

Implementation Procedures 作業程序

  1. Trading staffs shall, based on bank’s receipt, complete the Derivative Products transaction slip to be approved by the department supervisor.

  2. 交易人員根據銀行之成交單據，填寫衍生性商品交易成交單，交由部門主管複核。

  3. The closing staff shall, based on the Derivative Products transaction slip and specifications, confirm the details of each transaction with the transactional bank for approval by the department supervisor.

  4. 交割人員依據衍生性商品交易成交單與明細表，向往來銀行確認各項交易內容後，呈 部門主管核准。

  5. Any cash revenue or expenses resulted from the operation of the Derivative Products shall be immediately submitted to the accounting department for recordation in the accounting book. 因衍生性商品操作所產生之現金收支，應立即交由會計部門入帳。

Article 15

第十五條

Safekeeping of Information 資料之保存

Written record shall be established for Derivative Products transactions and the type, amount, date of Board approval, evaluation report and matters of evaluation pursuant to Article 10(1) and Article 10(2) shall also be included in such written record. 

本公司從事衍生性商品交易，應建立備查簿，就從事衍生性商品交易之種類、金額、董事
會通過日期、評估報告及依第十條第一項及第二項等應審慎評估之事項，詳予登載備查。
PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC. PCL TECHNOLOGIES, INC.
文件編號 PTE-C2-017 文件名稱 Procedures for Derivative
Products Transactions
衍生性金融商品交易作業程序		 版次 v3-r0
頁次 10/10

Article 16

第十六條

Implementation and Amendment 實施與修訂

The Procedures and any amendment thereof shall be effective upon approval by the Board and review of the Audit Committee, subject to the Ordinary Resolution in the general meeting. Any objection by the Director which is recorded or in writing shall be submitted to each of the Independent Directors of the Audit Committee. 

本程序送審計委員會同意並經董事會決議通過後，提報股東會以普通決議通過後實施，修
正時亦同。如有董事表示異議且有紀錄或書面聲明者，公司並應將董事異議資料送審計委
員會各獨立董事。

The comments of each of the Independent Directors of the Audit Committee shall be fully considered by the Board of Directors during deliberations pursuant to the preceding subparagraph, and the concurring or objecting position of the Independent Directors and any objection reasons shall be clearly recorded in the Board meeting minutes. 

本公司依前項規定將作業程序提報董事會討論時，應充分考量審計委員會各獨立董事之意
見，並將其同意或反對之明確意見及反對之理由列入董事會紀錄。

Appendix D Directors’ Shareholdings

April 10, 2026 ； Unit ： Share

April 10, 2026；Unit：Share April 10, 2026；Unit：Share
Title Nationality Name Number of shares currently held
Number of shares
held		 Shareholding ratio
Chairman Republic of China CHEN,CHING-JEN 96,556 0.12%
Director Republic of China CHUANG,MING-NAN 175,954 0.22%
Director Republic of China CHAO,WEI-CHOU 0 0.00%
Director Republic of China TENG,FU-PING 1,867 0.00%
Independent
director		 Republic of China LEE, E-TAY 0 0.00%
Independent
director		 Republic of China LEE, YING-YI 0 0.00%
Independent
director		 Republic of China LIN, LIFEN 0 0.00%
Total number of shares held byall directors 274,377 0.34%

Remarks:

  1. Foreign companies are not subject to the provision of insufficient shareholding by directors and supervisors.

Appendix E

Effect of new share issue through capitalization of retained earnings to EPS and return on investment.

YEAR
ITEM		 YEAR
ITEM		 YEAR
ITEM		 2026
(Estimated)
BeginningPaid-upcapital(in thousand dollars) 801,898
Distribution
(Note1)		 Cash dividends per share (indollars) 2.25
(Note1)
Capitalization of retained earnings per share(including
capitalization of employees’compensation)		 －
New share issue through capitalization of Capital surplus
per share
－
Business
performance		 Profit from operation(in thousand dollars) Note2
Increase (decrease) ratio of Profit from operation than last
year period
Net Profit after tax(in thousand dollars)
Increase (decrease) ratio of Net Profit after tax than last
year period
EPS (computed by weighted average number of ordinary
shares)
Increase (decrease) ratio of EPS than last year period
Average return on investment (Average P/E Ratio
reciprocal)
Pro Forma
EPS and
P/E Ratio		 Capitalization of retained
earnings all alter to
appropriate cash dividends		 Pro Forma EPS (in dollars)
Pro Forma annual average
return on investment
No new share issue through
capitalization of Capital
surplus		 Pro Forma EPS (in dollars)
Pro Forma annual average
return on investment
No new share issue through
capitalization of Capital
surplus and Capitalization
of retained earnings all alter
to appropriate cash
dividends		 Pro Forma EPS (in dollars)

Pro Forma annual average
return on investment

Note 1 ： According to the resolution of the board of directors on May 10, 2026, based on the number of 80,189,841 ordinary shares outstanding at the end of February 2026, it is proposed to issue a cash dividend of NTD $ 2.25 per share in this year.

Note 2 ： PCL have no finance prediction.

More from PCL

Annual Report 2026
May 19
Annual Report 2026
May 19
Audit Report / Information 2026
May 14
Regulatory Filings 2026
May 11
Regulatory Filings 2026
May 11
Director's Dealing 2026
May 6
Director's Dealing 2026
May 6
Major Shareholding Notification 2026
May 5
AGM Information 2026
May 5
AGM Information 2026
May 5
View all filings →