Stock code ： 4807

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REGAL HOLDING CO., LTD.

Annual General Shareholders’ Meeting 2022

Meeting Handbook

Time: June 10[th] , 2022 (Friday) at 9 a.m.

Venue: (Building Everlight) 3F., No. 1, Sec. 3, Zhongxiao E. Rd., Da’an Dist., Taipei City 106, Taiwan R.O.C.

PDF files of the Handbook is available at:

Market Observation Post System http://newmops.twse.com.tw

PAGE

Meeting Agenda ................................................................................................................ 1 Report Items ...................................................................................................................... 2 Ratifications ....................................................................................................................... 4 Discussion Items ............................................................................................................... 6 Extemporary Motions ................................................................................................... 7 Adjournment ................................................................................................................... 7 Attachments 1. 2021 Business Report .................................................................................................... 8 2. Audit Committee’s Review Report ............................................................................. 10 3. 「 Corporate Social Responsibility Code of Practice 」 Amendment Table ................. 11 4. CPA Audit Report and Financial Report 2021 ............................................................ 20 5. Amendment of the Company’s Articles of Association .............................................. 28

Appendices

Corporate Social Responsibility Code of Practice ...................................................... 37 2. The Company’s “Articles of Association” (Before Revision) .................................... 44 3. Current Shareholding of All Directors ........................................................................ 92 4. The related information regarding proposals by the Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the Company ..... 93

REGAL HOLDING CO., LTD

Agenda for 2022 Annual General Shareholders’ Meeting

Time ： June 10[th] , 2022 (Friday) at 9 a.m.

Venue ： (Building Everlight ) 3F., No. 1, Sec. 3, Zhongxiao E. Rd., Da’an Dist., Taipei City 106, Taiwan R.O.C.

Agenda `：`

1. Call the Meeting to Order

2. Chairman Remarks

3. Report Items

(1) 2021 Report of Operating Performance

(2) Audit Committee’s Report

(3) 2021 Employees’ and Directors’ Compensation Report
(4) Partial amendment of “Corporate Social Responsibility Code of Practice”

4. Ratifications

(1) 2021 Business Report and Financial Report

(2) Distribution of 2021 Earnings

5. Discussion Items

(1) Partial Amendments of the Company’s “Articles of Association”

(2) Cash Dividend Distribution through Capital Surplus

6. Extemporary Motions

7. Adjournment

Report Items

Proposal (1)

Subject ： 2021 Report of Operating Performance

Descriptions ：

Please refer to attachment 1 (Page 8-9) for the company’s 2021 Report of Operating Performance.
Please review.

Proposal (2)

Subject ： Audit Committee’s Report

Descriptions ：

Please refer to attachment 2 (Page 10) for Audit Committee’s Report.
Please review.

Proposal (3)

Subject ： 2021 Employees’ and Directors’ Compensation Report

Descriptions `：`

Subject to the Article 14.4 of the Company’s Articles of Association, if the Company has earnings for the year, the Company shall distribute no less than one percent (1%) of the profit before tax as the employees’
compensation and no higher than three percent (3%) as the directors’ compensation.
The company’s pre-tax net profit for 2021 after audited by accountants is NTD 140,962,894. The employees' compensation is set as 2% for NTD 2,819,258, and directors' compensation as 1% for NTD 1,409,429, and will be paid in cash.
Please review.

Proposal (4)

Subject ： Partial amendment of “Corporate Social Responsibility Code of Practice” Descriptions ：

Handle in accordance with Letter No. 1100375814 issued by the Financial Supervisory Commission.
In line with the international development trend, to achieve the goal of sustainable development, and to strengthen the implementation of sustainable development of country's listed and OTC companies, hereby amend the name of the “Code of Practice on Corporate Social Responsibility for Listed and OTC Companies” to “Code of Practice on

Sustainable Development for Listed and OTC Companies”, and amend the relevant provisions accordingly.

To comply with the legal requirements, it is proposed to amend some provisions of the Company's “Corporate Social Responsibility Code of Practice”, the comparison table for the revised provisions and the revised provisions itself, please refer to attachment 3 (P11-19).
Please review.

Ratifications

Proposal (1) 【 Proposed by the Board of Directors 】 Subject ： 2021 Business Report and Financial Report

Descriptions `：`

The Company’s 2021 consolidated financial statements were audited by certified public accountant (“CPA”) Mrs. CHANG, CHUN-YI and Mrs. CHAO, MIN-JU of KPMG.
Please refer to the attachment 4 (Page 20-27) for the business report, CPA audit report and the financial report.
Please proceed to the ratification.

Resolutions ：

Proposal (2) 【 Proposed by the Board of Directors 】

Subject ： Distribution of 2021 Earnings

Descriptions `：`

The company's net profit after tax in 2021 is NTD 126,949,512, and the undistributed surplus are listed in the following table:

Unit ： NTD $

	Unit`：`NTD $
Items	Amount
Beginning retained earnings deduction `：`2021 change in current period in the remeasurement of defined benefit plans plus`：`Net profit after tax of 2021 Earnings distributable for 2021 deduction`：`Provision of legal surplus reserve (10%) deduction`：`Provision of special surplus reserve	8,164,662 (1,243,894) 126,949,512 133,870,280 (12,694,591) (121,175,329)
Undistributed surplus at the end of period	0
Note 1`：`The special surplus reserve is stipulated by Financial Supervisory Commission on April 6, 2012 (Ref. 1010012865). While distributing the distributable surplus, the Company shall provide a special surplus reserve of current period earnings and undistributed prior period earnings from current year’s net loss of shareholders' equity. However, the special reserve amounts for prior years’ accumulated shareholders’ equity contra accounts should only be provided from prior years’ unappropriated earnings. If a reversal of shareholders’ equity contra account occurs, the reversed portion of the special reserve could be distributed as dividends Note 2`：`The above-mentioned cash dividend per share for shareholders is calculated based on the 38,389,344 outstanding shares of the company as of March 3, 2022 (the date when the company sent the notice of the 12thmeeting of the fifth board of directors).

Chairman General Manager Account Officer

Due to the provision of legal surplus reserve and special surplus reserve

in the current period, the surplus at the end of the period that can be allocated is 0, so it is not possible to distribute dividends with surplus this year, and it is planned to be distributed by the capital reserve instead. 3. Please proceed to the ratification.

Resolutions `：`

Discussion Items

Proposal (1) 【 Proposed by the Board of Directors 】 Subject ： Partial Amendments of the Company’s “Articles of Association”

Descriptions ：

It is proposed to amend the company’s “Articles of Association” in accordance with regulations. Please refer to the attachment 5 (Page 28-36) for the comparison table.
Please proceed to the discussion.

Resolutions ：

Proposal (2) 【 Proposed by the Board of Directors 】 Subject ： Cash Dividend Distribution through Capital Surplus

Descriptions ：

The company intends to distribute the capital reserve NTD 63,726,311 of the surplus from the issuance of shares in excess of the par value to shareholders, and to distribute a cash dividend of NTD1.66 per share. The above cash dividend per share for the shareholders is calculated based on the company's 38,389,344 outstanding shares as of March 3, 2022 (the date when the company sent the notice of the 12[th] meeting of the fifth session of the board of directors).
The cash dividends of less than NTD 1 will be recorded as other income of the Company.
If the amount of the company's outstanding shares is affected by the company's repurchase of stocks, the conversion or cancellation of treasury stocks, the conversion of convertible corporate bonds, or the exercise of employee warrants, etc., and the proportion of cash allocated to shareholders changes accordingly. The chairman of the board will be authorized to handle relevant matters with full discretion.
After the above-mentioned cash dividends from the capital reserve are approved by the ordinary shareholders' meeting, the chairman is

authorized to set the ex-dividend base date, distribution date and other

related matters.

Please proceed to the discussion.

Resolutions ：

Extemporary motions

Adjournment

Attachment 1

REGAL HOLDING CO., LTD.

2021 Business Report

In 2021, the prevention and control of the new coronavirus is still severe. The instability of the global supply chain has caused inflation rates of various countries to hit new highs. The world economy is still struggling to move forward under its many challenges. As a global affordable luxury jewelry manufacturer, Regal Holdings faces many external challenges. During these times, we uphold our spirit of prudence, and regard this as a test for the company’s team. On the other hand, we strengthened the coronavirus prevention protocols for our staff, adjusted the arrangement of the production lines, and gradually optimized our production process. At the same time, we focused on the improvements of product quality and the research and development of high-level skills, resulting in a steady growth of profit throughout the year.

The consolidated operating income of Regal Holdings for 2021 was NTD 2,088,363 thousand dollars, a year-on-year increase of 18.28%. The consolidated net profit after tax was NTD 137,676 thousand dollars, and the earnings per share was NTD 3.32. From the perspective of the jewelry manufacturing income portfolio, metalworking revenue increased by approximately 38.26% annually, however, the gross profit margin of metalworking in 2021 decreased slightly to 25.14% from the 25.52% in the previous year. This is mainly due to the manufacturing of a large order of a machine-made product. The plating revenue decreased by about 5.54% year-on-year, however, the gross profit margin of plating increased to 11.25% from the 10.80% in the previous year, mainly due to the proper control of precious metal procurement costs and the increase in yield rate.

In order to effectively increase profits, in addition to strengthening the adjustment of monthly core orders and manpower allocation of production lines, we have also changed from one large-scale production plant into multiple medium-sized plants to attract more high-margin product orders and potential business opportunities. In addition, through the “A-Team” cross-departmental efforts to continuously improve the success rate of new product developments, and the upgrade of software and hardware technology to improve management efficiency, the overall operating expense ratio decreased by 9.59% compared with 2020. Furthermore, in response to fluctuations in exchange rates and precious metal prices, we also continue to dynamically adjust our portfolio for a conservative hedging strategy and risk management, so as to minimize the uncertainty caused by financial costs to profits.

In 2022, a new round of epidemic spread through the new variant of coronavirus Omicron, coupled with uncertainties such as interest rate rises, wars and inflation in the global market. Although economists have revised down the global economic growth outlook, however, faced with many possible impacts, we still aim to achieve at least 10% annual performance growth, and focus on operations catering to changes in

consumer and market channel demands under the new normal. Externally, in the spirit of growing partnerships with customers, we will continue to formulate different marketing and cooperation models to continue to develop a full range of jewelry products with future fashion trends. At the same time, we will focus on the control of the gross profit margin of orders, and will not rule out the possibility of evaluating cross-industry cooperation for the needs of customers such as overseas factories and logistics centers. Internally, in addition to the continuous implementation of coronavirus protocols, we will also focus on the improvement of orders and production capacity allocation to maximize efficiency. We will achieve this through the automation of some processes, the update of our ERP system, the improvement of outsourcing, and the development of the production staff's craftsmen skills and management skills. These efforts lay the groundwork for the sustainable growth of the group.

With the signing of the Glasgow Climate Pact at the 26[th] United Nations Climate Change Conference (COP26), and consumers and brands in the jewelry industry paying more and more attention to environmental protection issues such as carbon emissions, our company has signed a consulting contract with the Thailand Environment Institute (TEI) since December 2021. We aim to set goals for energy conservation, carbon reduction, waste and pollution reduction, and will start a series of green projects from the first quarter of 2022. These projects will include carbon emission checks, the establishment of a sustainable development department, etc. Based on our existing corporate governance, we introduced the ESG framework, established the carbon footprint standard, and introduced short, mid, and long-term plan to move towards carbon neutrality. Starting from being the core green supplier of our customer’s brands, we plan to contribute our part to environmental protection and our social responsibility by implementing projects such as recycling and refining, green factories, and cooperating with educational institutions. Through the passionate heart and never-ending vigor of all Regal employees and our passion for continued achievements, we believe that Regal Holdings will become the first choice for consumers and brands to provide higher-quality "green" products in 2022.

On behalf of the board of directors and the management team, I would like to sincerely thank all the shareholders of Regal Holdings for their trust under many challenges. In 2022, we will continue to lead the company forward and strive to create new growth opportunities for the company and customers. Thank you for your support and encouragement.

Chairman General Manager Account Officer

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Attachment 2

REGAL HOLDING CO., LTD.

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2021 Business Report, Consolidated Financial Report and proposal for allocation of profits. The CPA firm of KPMG was retained to audit the Company’s Consolidated Financial Report and has issued an audit report relating to the Financial Statements. The aforesaid Business Report, Financial Reports and profit allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of the Company. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

REGAL HOLDING CO., LTD.

Chairman of the Audit Committee: LEE, TSUNG-PEI

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March 11, 2022

Attachment 3

REGAL HOLDING CO., LTD.

`「` Corporate Social Responsibility Code of Practice `」` Amendment Table

	Proposed Amendment (Version 4.0)	Proposed Amendment (Version 4.0)		Existing Articles (Version 3.0)	Existing Articles (Version 3.0)	Descriptions
	Sustainable DevelopmentCode of Practice			Corporate Social Responsibility Code of Practice		For alignment with the international trend of development to achieve the goal of sustainable development, bolstering the pursuit of sustainable development of companies listed at TWSE and GTSM, and the upgrade of the quality of information on sustainable development for disclosure to highlight the attention to sustainable development and the effort committed to this cause, and hence to change the name of “Corporate Social Responsibility Code of Practice for TWSE and GTSM Listed Companies” to “Sustainable Development Code of Practice for TWSE and GTSM Listed Companies”.
	1.	Purpose Regal Holding Co., Ltd and group of Companies (herein referred to as “the Company” in below) take[Sustainable Development Code of Practicefor TWSE and GTSM Listed Companies] as a reference to establishthe Company’s Sustainable Development Code in managing its risks and impact towards economy, environment, and society.		1.	Purpose Regal Group of Companies (herein referred to as “the Company” in below) take [Corporate Social Responsibility Codefor TWSE and GTSM Listed Companies] as a reference to establishRegal Group’s Corporate Social Responsibility Code in managing its risks and impact towards economy, environment, and society.	In alignment with the change of the name of the Principles, the notion of attention of enterprises to corporate social responsibility was broadened to corporate sustainable development. As such, Clause 1 of this Code was amended.

2. Scope (1) No changes (2) The Company in its course of business activities, takes initiative to practice sustainable developmentto meet the development direction of international standards,and through the role of corporate citizenship, enhances its contribution towards the economic development of the country, and improves the quality of life among employees, community, and society in order to increase competitive advantage from its achievements in sustainable development.	2. Scope (1) No changes (2)The Company in its course of business activities,shall take initiative to implement corporate social responsibilityto meet the development direction of international standards,and through the role of corporate citizenship, enhances its contribution towards the economic development of the country, and improves the quality of life among employees, community, and society in order to increase competitive advantage from its achievements incorporate social responsibility.	2. Scope (1) No changes (2)The Company in its course of business activities,shall take initiative to implement corporate social responsibilityto meet the development direction of international standards,and through the role of corporate citizenship, enhances its contribution towards the economic development of the country, and improves the quality of life among employees, community, and society in order to increase competitive advantage from its achievements incorporate social responsibility.	In alignment with the change of the name of the Principles, the notion of attention of enterprises to corporate social responsibility was broadened to corporate sustainable development. As such, Clause 2 Paragraph (2) of this Code was amended.
3. Philosophy (1)The Company in its implementation of sustainable development,the Company shall consider the rights of interest parties, and shall also take environment, society, and corporate governance into account in the pursuance of sustainable development and profit, and to include the aforementioned consideration into its management direction and operating activities (2)The Company shall according to Materiality principle, conduct risk assessments of its business activities towards the subjects involving environment, society, and corporate governance, and shall also relevant risk management policy or strategy.	3.	Philosophy The Company in itsfulfillment of corporate social responsibility, the Company shall consider the rights of interest parties, and shall also take environment, society, and corporate governance into account in the pursuance of sustainable development and profit, and to include the aforementioned consideration into its management direction and operating activities The Company shall according to Materiality principle, conduct risk assessments of its business activities towards the subjects involving environment, society, and corporate governance, and shall also relevant risk management policy or strategy.	In alignment with the change of the name of the Principles, the notion of attention of enterprises to corporate social responsibility was broadened to corporate sustainable development. As such, Clause 3 of this Code was amended.
4.The Company initspractice of sustainability development is	4.	The practice ofcorporate social responsibilityis encouraged to comply	In alignment with the change ofthename ofthe

encouraged to comply with the below principles : (1) Enactment of corporate governance. (2)Development of sustainable environment. (3) Preservation of social welfare. (4)Enhancement of corporate sustainability development’s information disclosure.		with the below principles: (1) Enactment of corporate governance implementation. (2)Development of sustainable environment. (3)Preservation of social welfare. (4)Enhancement of corporatesocial responsibility’s information disclosure.	Principles, the notion of attention of enterprises to corporate social responsibility was broadened to corporate sustainable development. As such, the preface of Clause 4, Paragraph (1), and (4) of this Code was amended.
5.Compliance (1)The Company shall take into account the correlation among the direction of domestic and internationalsustainable subjects social and its core business, and theCompany shall also consider the impact of its operating activities towards interests parties, and with these, the Company shall establishsustainable development policies, systems, or relevant management strategy and practical enactment plans. (2)For anycorporate social responsibility related motions proposed by shareholders, the Company's board of directors is encouraged to consider to include it in the agenda of shareholders meeting.	5.	Compliance The Company shall take into account the correlation among the direction of domestic and internationalcorporate social responsibilityand its social and its core business, and Company shall also consider the impact of its operating activities from the Company itself and its group of Companies towards interests parties, and with these, the Company shall establish corporate social responsibility policies, systems, or relevant management strategy and practical enactment plans. For any corporate social responsibilityrelated motions proposed by shareholders, the Company's board of directors is encouraged to consider to include it in the agenda of shareholders meeting.	In alignment with the change of the name of the Principles, the notion of attention of enterprises to corporate social responsibility was broadened to corporate sustainable development. As such, Clause 5 and of this Code was amended.
6.Enactment of Corporate Governance Implementation (1) No changes (2)The Board of Directors of the Company shall exercise their duties in bona fide and in good faith, guide the Company in its practice of sustainable development,and shall	6.Enactment of Corporate Governance Implementation (1) No changes (2) The Board of Directors of the Company shall exercise their duties in bona fide and in good faith, guide the Company in its practice of corporate social		In alignment with the change of the name of the Principles, the notion of attention of enterprises to corporate social responsibility was broadened to corporate sustainable development.

at any time review the Company’s implementation results and its continuous improvements to ensure the enactment of sustainable development policies. (3) TheCompany’sBoard of Directors during the Company’s implementation of sustainable development targets, is encouraged to thoroughly consider the benefits of interested parties such as the below : A.Suggest sustainable developmentmission or vision, and enact sustainable developmentpolicies, systems, or relevant management strategies. B.Includesustainable development into the Company’s direction in operating activities and development, and shall ratify the practical implementation plans of sustainable development. C. Ensure the opportune and accuracy of relevant disclosures in sustainable developmentinformation. (4) No changes (5) The Company is encouraged to hold awareness promotion and training courses ofsustainable development implementationon a regular basis, including the dissemination of the contents as	responsibility,and shall at any time review the Company’s implementation results and its continuous improvements to ensure the enactment ofcorporate social responsibility policies. (3) The Board of Directors during the Company’sfulfillment of corporate social responsibility,is encouraged to thoroughly consider the benefits of interested parties such as the below: A. Suggest corporate social responsibility mission or vision, and enactcorporate social responsibilitypolicies, systems, or relevant management strategies. B. Include corporate social responsibility into the Company’s direction in operating activities and development, and shall ratify the practical implementation plans of corporate social responsibility. C. Ensure thetimelinessand accuracy of relevant disclosures incorporate social responsibilityinformation. (4) No changes (5) The Company is encouraged to hold awareness promotion and training courses ofcorporate social responsibility fulfillmenton a regular basis, including the dissemination of the contents as	As such, Clause 6 Paragraph (2) and Paragraph (3) of this Code was amended. In alignment with the change of the name of the Principles, the notion of attention of enterprises to corporate social responsibility was

	mentioned in Paragraph(3)of suchClause. (6) To strengthen the management of sustainable development, the Company is encouraged to establish governance structures that support the implementation of sustainable development, andset up a specific team in the execution ofsustainable development, which is responsible for the policies, systems, or relevant management strategies of sustainable development, and also the suggestion and execution of practical implementation plans, and to regularly report to the Board. (7) No changes (8)The system of employees performance evaluation is encouraged to combine with sustainable developmentpolicies, and establish a clear and effective reward and punishment systems. (9) The Company shall on account of respecting the rights of interested parties, able to identify the Company’s interested parties, and the Company shall set up a specific interested parties channel in its corporate webpage, and by means of appropriate communication, the Company appreciates the expectations and requirements of interested that raised reasonably, and duly respond to their concerns in vital sustainable developmenttopics.	mentioned insecondParagraph of previousClause. (6)To strengthen the management of corporate social responsibility,the Companyis encouraged toset up a specific team in the execution of corporate social responsibility, which is responsible for the policies, systems, or relevant management strategies ofcorporate social responsibility,and also the suggestion and execution of practical implementation plans, and to regularly report to the Board. (7) No changes (8)The system of employees performance evaluation is encouraged to combine with corporate social responsibility policies, and establish a clear and effective reward and punishment systems. (9)The Company shall on account of respecting the rights of interested parties, able to identify the Company’s interested parties, and the Company shall set up a specific interested parties channel in its corporate webpage, and by means of appropriate communication, the Company appreciates the expectations and requirements of interested that raised reasonably, and duly respond to their concerns in vital corporate social responsibilitytopics.	broadened to corporate sustainable development. As such, Clause 6 Paragraph (5), Paragraph (6), Paragraph (8), and Paragraph (9) of this Code was amended. To strengthen the management of corporate sustainable development, enterprises should reinforce the advocacy of the sustainability goal by establishing the governance framework. As such, Clause 6 Paragraph (6) of the Code was amended.

No changes to the below	No changes to the below
7.Development of Sustainable Environment (1) No changes (2)The Company is encouraged to strive to enhance the usage efficiency inenergy and utilize recycled materials that induce minimal impact towards environmental capacity, and hence benefit the sustainability application of resources on earth. (3) To (7) No Changes (8)The Company is encouraged to evaluate both its current and future potential risks and opportunities that caused by climate change, and to implement relevant response measures. (9)The Company is encouraged to implement general standard or guidance that are applicable domestically and internationally, execute corporate greenhouse gas examination and its disclosure, which the scopes are encouraged to include : A.Direct greenhouse gas emissions: the sources of greenhouse gas emission are owned by the Company or under the Company’ control. B.Indirect greenhouse gas emissions: generated by the usage ofinputtedelectricity, heat, steam and other energies. C.Other Indirect Emissions: emissions that caused by Company’s activities but instead	7.Development of Sustainable Environment (1) No changes (2)The Company is encouraged to strive to enhance the efficiency in the exploitation of each resource besides utilizingrecycled materials that induce minimal impact towards environmental capacity, and hence benefit the sustainability application of resources on earth. (3) To (7) No Changes (8)The Company is encouraged to evaluate both its current and future potential risks and opportunities that caused by climate change, and to implement response measures that are relevant to climate topics. The Company is encouraged to implement general standard or guidance that are applicable domestically and internationally, execute corporate greenhouse gas examination and its disclosure, which the scopes are encouraged to include : A.Direct greenhouse gas emissions: the sources of greenhouse gas emission are owned by the Company or under the Company’ control. B. Indirect greenhouse gas emissions: generated by the usage ofexternally purchased electricity, heat, or steam and other energies.	To focus on the energy consumption management of the enterprises to reduce greenhouse gas emissions, and hence Clause 7 Paragraph (2) of this Code was amended. The assessment of the risks and opportunities by companies listed at TWSE and GTSM inherent to climate change, and policies adopted to tackle climate change should include, without limitation, climate change issues. As such, Clause 7 Paragraph (8) of this Code was amended. The subject of electricity mentioned in indirect greenhouse gas emission shall include but not limit to only externally purchased electricity. As such, Clause 7 Paragraph (9) Subparagraph B of this Code was amended. To achieve the goal of reducing the emission of greenhouse gas, enterprises

of generating from Company’s indirect energy emissions, these sources are owned by the other companies or by sources under their control. (10)The Company is encouraged to summarize statistically on the amount of greenhouse gas emissions, water usage and the total weight of wastes, in addition to the enactment of theCompany’s policies on carbon reduction and energy savings, reduction on greenhouse gas amount, minimize water usage or other management policies on wastes. The companies' carbon reductions strategies shall include the acquisistion of carbon credits into its planning of carbon reduction and energy savings, and to implement them accordingly to minimize the impact towards climate change rendered by the Company’s operating activities.			Newly Added (9)The Company is encouraged to summarize statistically on the amount of greenhouse gas emissions, water usage and the total weight of wastes, in addition to the enactment of Company’s policies on carbon reduction and energy savings, reduction on greenhouse gas amount, minimize water usage or other management policies on wastes. The companies' carbon reductions strategies shall include the acquisistion of carbon credits into its planning of carbon reduction and energy savings, and to implement them accordingly to minimize the impact towards climate change rendered by the Company’s operatingactivities.	are encouraged to disclose the emission of other greenhouse gases under category III and hence, Subparagraph C was added.
9.Enhance The Disclosure of Sustainability Development Information. (1)The Company must according to related laws and regulations and corporate governance code of practicefor companies listed at TWSE and GTSM, discloses information publicly, and must also fully disclose sustainable developmentinformation that are pertinent and reliable to increase information transparency. (2)The Company’s disclosure of relevantsustainable development information are as the following :	9.	Enhance The Disclosure ofCorporate Social ResponsibilityInformationand execution. (1) Company must according to related laws and regulations and corporate governance code of practice, discloses information publicly, and must also fully disclose corporate social responsibilityinformation that are pertinent and reliable to increase information transparency. (2) The Company’s disclosure of relevant corporate social responsibility information are as		In response to the intensification of information disclosure, and hence amend the title of Clause 9. In alignment with the change of the name of the Principles, the notion of attention of enterprises to corporate social responsibility was broadened to corporate sustainable development. As such, Clause 9 Paragraph (1) and

A.Sustainable Development policies, systems or relevant management strategies and practical implementation plans that previously approved by the Board. B. No Changes C.The implementation targets, measures, and performance indicators that inaugurated by the Company for sustainable development. D And E No Changes F.Other information related to corporate social responsibility. (3) The Company may prepare sustainabilityreport, and must apply international standards and guidance that are commonly recognized to disclose the implementation of corporate social responsibility and is also encouraged to obtain verification or endorsement by independent parties to increase the reliability of information. The contents are encouraged to include : A. The enactment ofsustainable developmentpolicies, systems or relevant management strategies and practical implementation plans. B To D No Changes (4) The Company must at any time remain alert on the development of domestic and international standards ofsustainable developmentand changes on corporate environment, and also review and improve its	the following : A.Corporate social responsibility policies, systems or relevant management strategies and practical implementation plans that previously approved by the Board. B. No Changes C.The fulfillment targets, measures, and performance indicators that inaugurated by the Company forcorporate social responsibility. D And E No Changes F.Other information related to corporate social responsibility. (3)The Company may prepare corporate social responsibility report, and must apply international standards and guidance that are commonly recognized to disclose the implementation of corporate social responsibility and is also encouraged to obtain verification or endorsement by independent parties to increase the reliability of information. The contents are encouraged to include : A.Thestructureofcorporate social responsibility enactment systems, policies or action plans. B To D No Changes (4) The Company must at any time remain alert on the development of domestic and international standards ofcorporate social responsibilityand changes on corporate environment, and also	Paragraph (2) of this Code was amended. For alignment with the advocacy of the “Corporate Governance 3.0 - Sustainable Development Road Map”, the “Corporate Social Responsibility Report” was changed to “Sustainability Report”. For alignment with the change in the name of the Principles and the broadening of the notion of attention to corporate social responsibility to sustainable development, the preface of Clause 9 Paragraph (3), the foreword, and Subparagraph A of this Code was amended. In alignment with the change of the name of the Principles, the notion of attention of enterprises to corporate social responsibility was broadened to corporate sustainable development.

	established sustainable development system to increase the accomplishments of sustainable development implementations.		review and improve its established sustainable development system to increase the accomplishments ofcorporate social responsibility fulfillments.	As such, Clause 9 Paragraph (4) and of this Code was amended.

Attachment 4

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Attachment 5

REGAL HOLDING CO., LTD.

Amendment of the Company’s Articles of Association

Proposed (Fifth Amendment)	Existing (Fourth Amendment)	Description
1.1 In theseFifthAmended and Restated Articles, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively :	1.1 In theseFourthAmended and Restated Articles, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively :	To amend the Company’s Articles of Association to be in line with Taiwan Stock Exchange Market’s publication reference 1111700674 on 11thMarch 2021, and publication reference 1101701488 on 15th May 2021.
14.5 The Company operates in a market for specific demands and customized products and is in the growth stage. The Board shall prepare the dividend proposal by taking into account the profit of the year, overall development, financial plans, capital need, projection of the industry and the Company's prospects and so on and submit the proposal for the Members' approval. For so long as the shares are traded on the ESM or listed on the TPEx or TSE, if there are profits, in making the profits distribution recommendation, the Board shall set aside out of the profits of the Company for each financial year: (i) a reserve for payment of tax for the relevant financial year; (ii) an amount to offset losses incurred in previous years; (iii) ten per cent (10%) as reserve ("Statutory Reserve")	14.5 The Company operates in a market for specific demands and customized products and is in the growth stage. The Board shall prepare the dividend proposal by taking into account the profit of the year, overall development, financial plans, capital need, projection of the industry and the Company's prospects and so on and submit the proposal for the Members' approval. For so long as the shares are traded on the ESM or listed on the TPEx or TSE, if there are profits, in making the profits distribution recommendation, the Board shall set aside out of the profits of the Company for each financial year: (i) a reserve for payment of tax for the relevant financial year; (ii) an amount to offset losses incurred in previous years; (iii) ten per cent (10%) as reserve ("Statutory Reserve"); and (iv) a special surplus reserve as	To amend Clause 14.5 in the Company’s Articles of Association to be in line with Clause 228-1 Paragraph 3 of Companies Act.

unless such Statutory Reserve has reached the amount of - paid up capital; and (iv) a special surplus reserve as required by the applicable securities authority of the ROC under the Applicable Public Company Rules. If there should be any remaining profits, subject to the discretion of the Directors when preparing the dividend proposal, after combining all or part of the accumulated undistributed profits in the previous years and the reversed special surplus reserve, the combined amount shall be allocated as dividends to the Members in proportion to their shareholdings. Subject to the Law and the Applicable Public Company Rules and unless otherwise resolved by the Board and the Members, and after having considered the financial, business and operational factors of the Company, the dividends shall not be less than fifty per cent (50%) of profit after tax of the relevant year. The distribution may be made by way of cash dividends or by way of stock dividends or a combination thereof, provided that, the cash dividends shall not be less than thirty per cent (30%) of the total amount of dividends payable.

18.2 Subject to Article 18.1, the annual general meeting of the Company may be held at such time and

required by the applicable securities authority of the ROC under the Applicable Public Company Rules. If there should be any remaining profits, subject to the discretion of the Directors when preparing the dividend proposal, after combining all or part of the accumulated undistributed profits in the previous years and the reversed special surplus reserve, the combined amount shall be allocated as dividends to the Members in proportion to their shareholdings. Subject to the Law and the Applicable Public Company Rules and unless otherwise resolved by the Board and the Members, and after having considered the financial, business and operational factors of the Company, the dividends shall not be less than fifty per cent (50%) of profit after tax of the relevant year. The distribution may be made by way of cash dividends or by way of stock dividends or a combination thereof, provided that, the cash dividends shall not be less than thirty per cent (30%) of the total amount of dividends payable.

18.2 Subject to Article 18.1, the annual To amend Clause 18.2 in the general meeting of the Company Company’s Articles of may be held at such time and Association to be in line with

place as the Board shall determine. For so long as the shares are traded on the ESM or listed on the TPEx or TSE, unless otherwise provided by the Law, the physical general meetings shall be conducted in the ROC. If the Board resolves

place as the Board shall Taiwan Stock Exchange determine. For so long as the Market’s publication shares are traded on the ESM or reference 1111700674 on 11[th] listed on the TPEx or TSE, unless March 2021, and Clause 170, otherwise provided by the Law, 172, 172-1, 172-2, 173 the general meetings shall be held Paragraph 1, Paragraph 2, in the ROC. If the Board resolves 173-1 of Companies Act, and to hold a general meeting outside Securities Exchange Act the ROC, the Company shall Clause 26-1, Clause 43-6. apply for the approval of the TPEx or TSE (as the case may be) within two days after the Board adopts such resolution. Where a general meeting is to be held outside the ROC, the Company shall engage a professional stock affairs agent in the ROC to handle the administration of such general meeting (including but not limited to the handling of the voting of proxies submitted by Members).

to hold a physical general meeting outside the ROC, the Company shall apply for the approval of the TPEx or TSE (as the case may be) within two days after the Board adopts such resolution. Where a general meeting is to be held outside the ROC, the Company shall engage a professional stock affairs agent in the ROC to handle the administration of such general meeting (including but not limited to the handling of the voting of proxies submitted by Members).

18.3 The Company’s shareholders’ Newly Added Clause meeting can be held virtually or other methods declared by competent authority in accordance with ROC’s Company Act. In the event of calamities, incidents, or force majeure, the competent authority in accordance with ROC’s Company Act may declare a ruling not included in the Company’s Articles of Association, and the Company may during the effective duration of this ruling, hold its shareholders’ meeting virtually or through other appropriate

To add Clause 18.3 in the Company’s Articles of Association to be in line with Clause 172-2 Paragraph 1 of Companies Act.

means declared above. 18.4 In case a shareholders’ meeting Newly Added Clause To add Clause 18.4 in the is conducted virtually, the Company’s Articles of shareholders participating in Association to be in line with such virtual meeting shall be Clause 172-2 Paragraph 2 of deemed to have attended the Companies Act. meeting in person. 18.5 In the event of conducting Newly Added Clause To add Clause 18.5 in the virtually for a shareholders Company’s Articles of meeting, the Company shall Association to be in line with adhere to the rules & Clause 172-2 Paragraph 3 of regulations, operating Companies Act. procedures and other compliance matters of ROC’s Securities & Exchange Act. 20.5 For so long as the shares are 20.5 For so long as the shares are traded To amend Clause 20.5 in the traded on the ESM or listed on on the ESM or listed on the TPEx Company’s Articles of the TPEx or TSE, the Company or TSE, the Company shall Association to be in line with shall announce to the public the announce to the public the notice Clause 6 Paragraph 3 of notice of a general meeting, the of a general meeting, the proxy Shareholders Meeting proxy instrument, agendas and instrument, agendas and materials Contents Requirements and materials relating to the matters relating to the matters to be other compliance matters for to be reported and discussed in reported and discussed in the Public Companies. the general meetings, including general meetings, including but but not limited to, election or not limited to, election or discharge of Directors, in discharge of Directors, in accordance with Article 20.2 accordance with Article 20.2 hereof, and shall transmit the hereof, and shall transmit the same via the Market Observation same via the Market Observation Post System in accordance with Post System in accordance with Applicable Public Company Applicable Public Company Rules. If the voting power of a Rules. If the voting power of a Member at a general meeting Member at a general meeting shall be exercised by way of a shall be exercised by way of a written ballot, the Company written ballot, the Company shall shall also send the written also send the written document document for the Member to for the Member to exercise his exercise his voting power voting power together with the together with the above above mentioned materials in mentioned materials in accordance with Article 20.2.

accordance with Article 20.2. The Directors shall prepare a meeting handbook of the relevant general meeting and supplemental materials, which will be made available to all Members and shall be transmitted to the Market Observation Post System in accordance with the Applicable Public Company Rules twenty-one (21) days prior to the annual general meetings or, in the case of extraordinary general meetings, fifteen (15) days prior to such meeting. However, in the event that a TWSE or TPEx ’ - listed company s fully paid up capital is equivalent to NT$10 billion or above on its latest financial year end, or when the - fully paid up capital of such Company consisted of 30% or above foreign or Mainland China investors in the register of members of its most recently held annual general meeting during its most recent financial year, then such Company shall upload the aforementioned electronic files by 30 days prior to annual general meeting.

21.1 Any Notice or document, whether or not to be given or issued under the Articles from the Company to a Member, shall be in writing either by delivering it to such Member in person or by sending it by letter mail or courier service to such Member

The Directors shall prepare a meeting handbook of the relevant general meeting and supplemental materials, which will be made available to all Members and shall be transmitted to the Market Observation Post System in accordance with the Applicable Public Company Rules twenty-one (21) days prior to the annual general meetings or, in the case of extraordinary general meetings, fifteen (15) days prior to such meeting.

21.1 Any Notice or document, whether To amend Clause 21.1 in the or not to be given or issued under Company’s Articles of the Articles from the Company to a Association to be in line with Member, shall be in writing either Clause 26-2 of Companies by delivering it to such Member in Act. person or by sending it by letter mail or courier service to such Member at his registered address as

at his registered address as appearing in the Register of Members or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address. For the purposes of this Article, a notice may be sent via electronic means if so agreed to by the shareholder in writing. And for the Members with fewer than 1,000 shares, the Company may furnish them such notice by the measure of public declaration 30 days in advance for the case of annual general meetings, and 15 days in advance in the event of extraordinary general meetings.

appearing in the Register of Members or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address. For the purposes of this Article, a notice may be sent via electronic means if so agreed to by the shareholder in writing.

25.4 Subject to the Law, for so long 25.4 Subject to the Law, for so long as To amend Clause 25.4 in the as the shares are traded on the the shares are traded on the ESM Company’s Articles of ESM or listed on the TPEx or or listed on the TPEx or TSE, the Association to be in line with TSE, the Company shall provide Company shall provide the Clause 177-1 of Companies the Members with a method for Members with a method for Act. exercising their voting power by exercising their voting power by way of a written ballot or way of a written ballot or electronic transmission. The electronic transmission. The method for exercising such method for exercising such voting voting power shall be described power shall be described in the in the general meeting notice to general meeting notice to be be given to the Members. A given to the Members. Any shareholder who exercises Member who intends to exercise his/her/its voting power at a his voting power by way of a shareholders meeting in writing written ballot or by way of or by way of electronic electronic transmission shall transmission as set forth in the serve the Company with his preceding Paragraph shall be voting decision at least two (2) deemed to have attended the said days prior to the date of such shareholders’ meeting in person, general meeting. Where more but shall be deemed to have than one voting decision are

waived his/her/its voting power in respective of any extemporary motion(s) and/or the amendment (s) to the contents of the original proposal(s) at the said shareholders’ meeting. Any Member who intends to exercise his voting power by way of a written ballot or by way of electronic transmission shall serve the Company with his voting decision at least two (2) days prior to the date of such general meeting. Where more than one voting decision are received from the same Member by the Company, the first voting decision shall prevail, unless an explicit written statement is made by the relevant Member to revoke the previous voting decision in the later-received voting decision. A Member who exercises his voting power at a general meeting by way of a written ballot or by electronic transmission shall be deemed to have appointed the chairman of the general meeting as his proxy to vote his shares at the general meeting only in the manner directed by his written instrument or electronic document. The chairman of the general meeting as proxy shall not have the power to exercise the voting rights of such Members with respect to any matters not referred to or indicated in the written or electronic document and/or any

received from the same Member by the Company, the first voting decision shall prevail, unless an explicit written statement is made by the relevant Member to revoke the previous voting decision in the later-received voting decision. A Member who exercises his voting power at a general meeting by way of a written ballot or by electronic transmission shall be deemed to have appointed the chairman of the general meeting as his proxy to vote his shares at the general meeting only in the manner directed by his written instrument or electronic document. The chairman of the general meeting as proxy shall not have the power to exercise the voting rights of such Members with respect to any matters not referred to or indicated in the written or electronic document and/or any amendment to resolution(s) proposed at the said general meeting. For the purpose of clarification, such Members voting in such manner shall be deemed to have waived their voting rights with respect to any extemporary matters or amendment to resolution(s) proposed at the general meeting.

amendment to resolution(s) proposed at the said general meeting. For the purpose of clarification, such Members voting in such manner shall be deemed to have waived their voting rights with respect to any extemporary matters or amendment to resolution(s) proposed at the general meeting.

amendment to resolution(s) proposed at the said general meeting. For the purpose of clarification, such Members voting in such manner shall be deemed to have waived their voting rights with respect to any extemporary matters or amendment to resolution(s) proposed at the general meeting.	amendment to resolution(s) proposed at the said general meeting. For the purpose of clarification, such Members voting in such manner shall be deemed to have waived their voting rights with respect to any extemporary matters or amendment to resolution(s) proposed at the general meeting.
48.3	To the extent permitted under the laws of the Cayman Islands, Members continuously holding one per cent (1%) or more of the total issued shares of the Company for six months or longer mayfile a petition with the Taipei District Court, ROC for and on behalf of the Company against the relevant Directors. This Clause Has Been Removed This Clause Has Been Removed This Clause Has Been Removed	48.3 To the extent permitted under the laws of the Cayman Islands, Members continuously holding one per cent (1%) or more of the total issued shares of the Company for six months or longer may: (a) request in writing the Board to authorise any Independent Director of the Audit Committee to file a petition with the Taipei District Court, ROC for and on behalf of the Company against any of the Directors; or (b) request in writing any Independent Director of the Audit Committee to file a petition for and on behalf of the Company against any of the Directors; the petition may be filed with the Taipei District Court, ROC as the court of the first instance; or the Member(s) may, to the extent	To amend Clause 48.3 in the Company’s Articles of Association to be in line with Clause 200, 214, 220, 227 of Companies Act to remove the right of independent directors to convene shareholders meeting.

				permitted under the laws of the Cayman Islands, file a petition with the Taipei District Court, ROC for and on behalf of the Company against the relevant Directors within thirty (30) days after such Member(s) having made the request under the preceding clause (a) or (b) if (i) in the case of clause (a), the Board fails to make such authorisation or the Independent Director of the Audit Committee having been authorised by the Board fails to file such petition, or (ii) in the case of clause (b), the Independent Director of the Audit Committee fails to file such petition.
	This Clause Has Been Removed		19.8 Subject to the Law, not only under the condition that the Board does not or is unable to convene a meeting of Members, any Independent Director of the Audit Committee may, for the benefit of the company, convene a meeting of Members when it is deemed necessary.		To remove Clause 19.8 in the Company’s Articles of Association to be in line with Clause 220 of Companies Act to remove the right of independent directors to convene shareholders meeting.

Appendix 1

REGAL HOLDING CO., LTD.

Corporate Social Responsibility Code of Practice

1. Purpose

Regal Group of Companies (herein referred to as “the Company” in below) take [Corporate Social Responsibility Code for TWSE and GTSM Listed Companies] as a reference to establish Regal Group’s Corporate Social Responsibility Code in managing its risks and impact towards economy, environment, and society.

2. Scope

2.1 The Code shall apply to TWSE and GTSM listed companies including the Company and its group of companies’ whole operating activities.
2.2 The Company in its course of business activities, shall take initiative to implement corporate social responsibility to meet the development direction of international standards, and through the role of corporate citizenship, enhances its contribution towards the economic development of the country, and improves the quality of life among its employees, community, and society in order to increase competitive advantage from its achievements in corporate social responsibility.

3. Philosophy

3.1 The Company in its fulfillment of corporate social responsibility, the Company shall consider the rights of interest parties, and shall also take environment, society, and corporate governance into account in the pursuance of sustainable development and profit, and to include the aforementioned consideration into its management direction and operating activities.
3.2 The Company shall according to Materiality principle, conduct risk assessments of its business activities towards the subjects involving environment, society, and corporate governance, and shall also relevant risk management policy or strategy.

4. The practice of corporate social responsibility is encouraged to comply with the below principles:

4.1 Enactment of corporate governance implementation.
4.2 Development of sustainable environment.
4.3 Preservation of social welfare.
4.4 Enhancement of corporate social responsibility’s information disclosure.

5. Compliance

5.1 The Company shall take into account the correlation among the direction of domestic and international corporate social responsibility and its social and its core business, and Company shall also consider the impact of its operating activities from the Company itself and its group of Companies towards interests parties, and with these, the Company shall establish corporate social responsibility policies, systems, or relevant management strategy and practical enactment plans.

5.2 For any corporate social responsibility related motions proposed by shareholders, the Company's board of directors is encouraged to consider to include it in the agenda of shareholders meeting.

6. Enactment of Corporate Governance Implementation

6.1 The Company is advised to follow the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies, the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, and the Code of Ethical Conduct for TWSE/GTSM Listed Companies to establish effective corporate governance frameworks and relevant ethical standards so as to enhance corporate governance.
6.2 The Board of Directors of the Company shall exercise their duties in bona fide and in good faith, guide the Company in its practice of corporate social responsibility, and shall at any time review the Company’s implementation results and its continuous improvements to ensure the enactment of corporate social responsibility policies.
6.3 The Board of Directors during the Company’s fulfillment of corporate social responsibility, is encouraged to thoroughly consider the benefits of interested parties such as the below :
A. Suggest corporate social responsibility mission or vision, and enact corporate social responsibility policies, systems, or relevant management strategies.
B. Include corporate social responsibility into the Company’s direction in operating activities and development, and shall ratify the practical implementation plans of corporate social responsibility.
C. Ensure the timeliness and accuracy of relevant disclosures in corporate social responsibility information.
6.4 The board of directors shall appoint executive-level positions with responsibility for economic, environmental, and social issues resulting from the business operations of a TWSE and GTSM listed company, and to report the status of the handling to the board of directors. The handling procedures and the responsible person for each relevant issue shall be concrete and clear.
6.5 The Company is encouraged to hold awareness promotion and training courses of corporate social responsibility fulfillment on a regular basis, including the dissemination of the contents as mentioned in second Paragraph of previous Clause.
6.6 To strengthen the management of corporate social responsibility, the Company is encouraged to set up a specific team in the execution of corporate social responsibility, which is responsible for the policies, systems, or relevant management strategies of corporate social responsibility, and also the suggestion and execution of practical implementation plans, and to regularly report to the Board.
6.7 The Companies is advised to adopt reasonable remuneration policies, to ensure that remuneration arrangements support the strategic aims of the organization, and align with the interests of stakeholders.
6.8 The system of employees performance evaluation is encouraged to combine with corporate social responsibility policies, and establish a clear and effective reward and punishment systems.

6.9 The Company shall on account of respecting the rights of interested parties, able to identify the Company’s interested parties, and the Company shall set up a specific interested parties channel in its corporate webpage, and by means of appropriate communication, the Company appreciates the expectations and requirements of interested that raised reasonably, and duly respond to their concerns in vital corporate social responsibility topics.

7. Development of Sustainable Environment

7.1 The Companies shall follow relevant environmental laws, regulations and international standards to properly protect the environment and shall endeavor to promote a sustainable environment when engaging in business operations and internal management.
7.2 The Company is encouraged to strive to enhance the efficiency in the exploitation of each resource besides utilizing recycled materials that induce minimal impact towards environmental capacity, and hence benefit the sustainability application of resources on earth.
7.3 The Company is encouraged to establish proper environment management systems based on the characteristics of their industries. Such systems shall include the following tasks:
A. Collecting sufficient and up-to-date information to evaluate the impact of the company's business operations on the natural environment.
B. Establish measurable goals for environmental sustainability, and examining whether the development of such goals should be maintained and whether it is still relevant on a regular basis.
C. Adopt enforcement measures such as concrete plans or action plans, and examining the results of their operation on a regular basis.
7.4 The Company is encouraged to establish a dedicated unit or assign dedicated personnel for drafting, promoting, and maintaining relevant environment management systems and concrete action plans, and should hold environment education courses for their managerial officers and other employees on a periodic basis.
7.5 The Company is encouraged to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, production, operations, and services in accordance with the following principles to reduce the impact on the natural environment and human beings from their business operations :
A. Reduce resource and energy consumption of their products and services.
B. Reduce emission of pollutants, toxins and waste, and dispose of waste properly.
C. Improve recyclability and reusability of raw materials or products.
D. Maximize the sustainability of renewable resources.
E. Enhance the durability of products.
F. Improve efficiency of products and services.
7.6 To improve water use efficiency, the Company shall properly and sustainably use water resources and establish relevant management measures.
7.7 The Company shall construct and improve environmental protection treatment facilities to avoid polluting water, air and land, and use their best efforts to reduce

adverse impact on human health and the environment by adopting the best practical pollution prevention and control measures.

7.8 The Company is encouraged to evaluate both its current and future potential risks and opportunities that caused by climate change, and to implement response measures that are relevant to climate topics. The Company is encouraged to implement general standard or guidance that are applicable domestically and internationally, execute corporate greenhouse gas examination and its disclosure, which the scopes are encouraged to include:
7.9 Direct greenhouse gas emissions: the sources of greenhouse gas emission are owned by the Company or under the Company’ control.
7.10 Indirect greenhouse gas emissions: generated by the usage of externally purchased electricity, heat, or steam and other energies.
7.11 The Company is encouraged to summarize statistically on the amount of greenhouse gas emissions, water usage and the total weight of wastes, in addition to the enactment of Company’s policies on carbon reduction and energy savings, reduction on greenhouse gas amount, minimize water usage or other management policies on wastes. The companies' carbon reductions strategies shall include the acquisition of carbon credits into its planning of carbon reduction and energy savings, and to implement them accordingly to minimize the impact towards climate change rendered by the Company’s operating activities.

8. Upholding Social Benefits

8.1 The Company shall comply with relevant laws and regulations, and the International Bill of Human Rights, with respect to rights such as gender equality, the right to work, and prohibition of discrimination.
8.2 The Company in fulfilling its responsibility to protect human rights, shall adopt relevant management policies and processes, including:
8.3 Presentation of corporate policies or statements on human rights.
8.4 Evaluate the impact of the company's business operations and internal management on human rights, and adopting corresponding handing processes.
8.5 Review on a regular basis the effectiveness of the corporate policy or statement on human rights.
8.6 In the event of any infringement of human rights, the company shall disclose the processes for handling of the matter with respect to the stakeholders involved.
8.7 The Company shall comply with the internationally recognized human rights of labor, including the freedom of association, the right of collective bargaining, caring for vulnerable groups, prohibiting the use of child labor, eliminating all forms of forced labor, eliminating recruitment and employment discrimination, and shall ensure that their human resource policies do not contain differential treatments based on gender, race, socioeconomic status, age, or marital and family status, so as to achieve equality and fairness in employment, hiring conditions, remuneration, benefits, training, evaluation, and promotion opportunities.

8.8 The Company shall provide an effective and appropriate grievance mechanism with respect to matters adversely impacting the rights and interests of the labor force, in order to ensure equality and transparency of the grievance process. Channels through which a grievance may be raised shall be clear, convenient, and unobstructed. A company shall respond to any employee's grievance in an appropriate manner.
8.9 The Companies shall provide information for their employees so that the employees have knowledge of the labor laws and the rights they enjoy in the countries where the companies have business operations.
8.10The Company is encouraged to provide safe and healthful work environments for their employees, including necessary health and first-aid facilities and shall endeavor to curb dangers to employees' safety and health and to prevent occupational accidents, and to organize training on safety and health for their employees on a regular basis.
8.11The Company is encouraged to create an environment conducive to the development of their employees' careers and establish effective training programs to foster career skills.
8.12The Company shall establish and implement reasonable employee welfare measures (including remuneration, leave and other welfare etc.) and appropriately reflect the business performance or achievements in the employee remuneration, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations.
8.13The Company shall establish a platform to facilitate regular two-way communication between the management and the employees for the employees to obtain relevant information on and express their opinions on the company's operations, management and decisions, and must respect the employee representatives' rights to bargain for the working conditions, and shall provide the employees with necessary information and hardware equipment, in order to improve the negotiation and cooperation among employers, employees and employee representatives. Besides, the Company shall, by reasonable means, inform employees of operation changes that might have material impacts.
8.14The Company is encouraged to treat customers or consumers of its products or services in a fair and reasonable manner, including according to the following principles: fairness and good faith in contracting, duty of care and fiduciary duty, truthfulness in advertising and soliciting, fitness of products or services, notification and disclosure, commensuration between compensation and performance, protection of the right to complain, professionalism of salespersons etc, and shall also develop the relevant strategies and specific measures for implementation.
8.15The Company shall take responsibility for their products and services, and take marketing ethics seriously. In the process of research and development, procurement, production, operations, and services, the company shall ensure the transparency and safety of their products and services. They further shall establish and disclose policies on consumer rights and interests, and enforce them in the course of business operations, in order to prevent the products or services from adversely impacting the rights, interests, health, or safety of consumers.

8.16The Company shall ensure the quality of their products and services by following the laws and regulations of the government and relevant standards of their industries, and shall also follow relevant laws, regulations and international guidelines in customer health and safety, customer privacy, and marketing and labeling, which their products and services and shall not deceive, mislead, commit fraud or engage in any other acts that betray consumers' trust or damage consumers' rights or interests.
8.17The Company is encouraged to evaluate and manage all types of risks that could cause interruptions in operations, so as to reduce the impact on consumers and society.
8.18The Company is encouraged to provide a clear and effective procedure of consumer complaints to fairly and timely handle consumer complaints, shall comply with laws and regulations related to the Personal Information Protection Act for respecting consumers' rights of privacy and shall protect personal data provided by consumers.
8.19The Company is encouraged to assess the impact their procurement has on society as well as the environment of the community that they are procuring from, and shall cooperate with their suppliers to jointly implement the corporate social responsibility initiative.
8.20The Companies is encouraged to establish supplier management policies and request suppliers to comply with rules governing issues such as environmental protection, occupational safety and health or labor rights. Prior to engaging in commercial dealings, TWSE and GTSM listed companies are advised to assess whether there is any record of a supplier's impact on the environment and society, and avoid conducting transactions with those against corporate social responsibility policy.
8.21In the event that the Company enters into a contract with any of their major suppliers, the content should include terms stipulating mutual compliance with corporate social responsibility policy, and that the contract may be terminated or rescinded any time if the supplier has violated such policy and has caused significant negative impact on the environment and society of the community of the supply source.
8.22The Company shall evaluate the impact of their business operations on the community, and adequately employ personnel from the location of the business operations, to enhance community acceptance. Besides, the Company is encouraged to undertake equity investment, commercial activities, endowments, volunteering service or other charitable professional services etc., to dedicate resources to organizations that commercially resolve social or environmental issues, participate in events held by citizen organizations, charities and local government agencies relating to community development and community education to promote community development.

9. Enhance The Disclosure of Corporate Social Responsibility Information And Execution

9.1 Company must according to related laws and regulations and corporate governance code of practice, discloses information publicly, and must also fully disclose corporate social responsibility information that are pertinent and reliable to increase information transparency.

9.2 The Company’s disclosure of relevant corporate social responsibility information are as the following:
A. Corporate social responsibility policies, systems or relevant management strategies and practical implementation plans that previously approved by the Board.
B. The risks and the impact on the Company’s operations and financial condition arising from exercising corporate governance, fostering a sustainable environment and preserving social public welfare.
C. The fulfillment targets, measures, and performance indicators that inaugurated by the
D. Company for corporate social responsibility.
E. Major stakeholders and their concerns.
F. Disclosure of information on major suppliers' management and performance with respect to major environmental and social issues.
G. Other information related to corporate social responsibility.
9.3 The Company may prepare corporate social responsibility report, and must apply international standards and guidance that are commonly recognized to disclose the implementation of corporate social responsibility and is also encouraged to obtain verification or endorsement by independent parties to increase the reliability of information. The contents are encouraged to include:
A. The structure of corporate social responsibility enactment systems, policies or action plans.
B. Major stakeholders and their concerns.
C. Results and a review of the exercising of corporate governance, fostering of a sustainable environment, preservation of public welfare and promotion of economic development.
D. Future improvements and goals.
9.4 The Company must at any time remain alert on the development of domestic and international standards of corporate social responsibility and changes on corporate environment, and also review and improve its established sustainable development system to increase the accomplishments of corporate social responsibility fulfillments.

10. Implementations

This enactment of this Code has to be approved by Audit Committee and be reported to Shareholders Meeting, including any subsequent amendment.

Appendix 2

REGAL HOLDING CO., LTD. The Company’s “Articles of Association” (Before Revision)

COMPANIES LAW (REVISED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

REGAL HOLDING CO., LTD.

Table A INTERPRETATION

Definitions

Power to Issue Shares
Redemption and Purchase of Shares
Rights Attaching to Shares
Share Certificates
Preferred Shares

REGISTRATION OF SHARES

Register of Members
Registered Holder Absolute Owner
Transfer of Registered Shares
Transmission of Registered Shares

ORDINARY RESOLUTION, SPECIAL RESOLUTION AND SUPERMAJORITY RESOLUTION

Alteration of Capital
Special Resolution and Supermajority Resolution
Quorum and Proceedings at General Meetings
Chairman to Preside
Voting on Resolutions
Proxies
Proxy Solicitation
Dissenting Member's Appraisal Right
Shares that May Not be Voted
Voting by Joint Holders of Shares
Representation of Corporate Member
Adjournment of General Meeting
Directors Attendance at General Meetings

DIRECTORS AND OFFICERS

Number and Term of Office of Directors
Election of Directors
Removal of Directors
Vacation of Office of Director
Compensation of Directors
Participation in Meetings by Video Conference
Quorum at Board Meetings
Board to Continue in the Event of Vacancy
Chairman to Preside
Validity of Prior Acts of the Board

CORPORATE RECORDS

Minutes
Register of Mortgages and Charges
Form and Use of Seal

TENDER OFFER AND ACCOUNTS

Tender Offer
Books of Account
Financial Year End

AUDIT COMMITTEE

Number of Committee Members
Power of Audit Committee

VOLUNTARY DISSOLUTION AND WINDING-UP

Defect in Election of Director
Variation of Rights Attaching to Shares

DIVIDENDS AND CAPITALISATION

Dividends
Capital Reserve and Power to Set Aside Profits
Method of Payment
Capitalisation

MEETINGS OF MEMBERS

Annual General Meetings
Extraordinary General Meetings
Notice
Giving Notice
Postponement of General Meeting
Directors to Manage Business
Powers of the Board of Directors
Register of Directors and Officers
Officers
Appointment of Officers
Duties of Officers
Compensation of Officers
Conflict of Interest
Indemnification and Exculpation of Directors nd Officers

MEETINGS OF THE BOARD OF DIRECTORS

Board Meetings
Notice of Board Meetings
Voluntary Dissolution and Winding-Up

CHANGES TO CONSTITUTION

Changes to Articles

Litigious and Non-Litigious Agent

Appointment of Litigious and Non-Litigious Agent

OTHERS

ROC Securities Laws and Regulations

THE COMPANIES LAW (REVISED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

REGAL HOLDING CO., LTD.

(Adopted by a special resolution passed on June 17- 2020)

Table A

The regulations in Table A in the First Schedule to the Law (as defined below) do not apply to the Company.

INTERPRETATION

1. Definitions

1.1 In these Fourth Amended and Restated Articles, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:
(i) Applicable Law
the Applicable Public Company Rules, the Law or such other rules or legislation applicable to the Company;
(ii) Applicable Public Company Rules
the ROC laws, rules and regulations (including, without limitation, the Company Law of the ROC, the Securities and Exchange Law of the ROC, the rules and regulations promulgated by the FSC, the rules and regulations promulgated by the TPEx and the rules and regulations promulgated by the TSE, as amended from time to time) affecting public reporting companies or companies listed on any ROC stock exchange or securities market that from time to time are required by the relevant regulator as applicable to the Company;
(iii) Articles the Articles of Association as altered from time to time;

(iv) Audit Committee the audit committee of the Board, which shall comprise solely of all the Independent Directors of the Company;
(v) Board
the board of directors appointed or elected pursuant to the Articles and acting at a meeting of directors at which there is a quorum in accordance with the Articles;
(vi) Capital Reserve
for the purpose of the Articles only, comprises of the premium paid on the issuance of any share and income from endowments received by the Company under the Law;
(vii) Chairman the Director elected amongst all the Directors as the chairman of the Board;
(viii) Company Regal Holding Co., Ltd.;
(ix) Compensation Committee
a committee of the Board, which shall be comprised of professional individuals and having the functions, in each case, prescribed by the Applicable Public Company Rules;
(x) Cumulative Voting the voting mechanism for an election of Directors as described in Article 35.2 hereof;
(xi) Directors
the directors for the time being of the Company and shall include any and all Independent Director(s);
(xii) Electronic Record has the same meaning as in the Electronic Transactions Law;
(xiii) Electronic Transactions Law
the Electronic Transactions Law (2003 Revision) of the Cayman Islands;
(xiv) ESM
(xv) Family Relationship within Second Degree of Kinship

the emerging stock market of the ROC;

in respect of a person, means another 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 shall include the parents, siblings, grandparents, children and grandchildren of the first person as well as the parents, siblings and grandparents of the first person's spouse;

(xvi) FSC

the Financial Supervisory Commission of the ROC;

(xvii) Independent Directors

the Directors who are elected as "Independent Directors" in accordance with the Applicable Public

Company Rules or the Articles;

(xviii) Joint Operation Contract
a contract between the Company and one or more person(s) or entit(ies) where the parties thereto agree to pursue the same business venture and jointly bear losses and enjoy profits arising out of such business venture in accordance with the terms thereof;
(xix) Law
The Companies Law (as amended) of the Cayman Islands and every modification, reenactment or revision thereof for the time being in force;
(xx) Lease Contract
a contract or arrangement between the Company and any other person(s) pursuant to which such person(s) lease or rent from the Company the necessary means and assets to operate the whole business of the Company in the name of such person, and as consideration, the Company receives a pre-determined compensation from such person;
(xxi) Litigious and a person appointed by the Company pursuant to the Non-Litigious Agent Applicable Law as the Company’s process agent for purposes of service of documents in the relevant jurisdiction and the Company's responsible person in the ROC under the Securities and Exchange Law of the ROC;
(xxii) Management Contract a contract or arrangement between the Company and any other person(s) pursuant to which such person(s) manage and operate the business of the Company in the name of and for the benefit of the Company, and as consideration, such person(s) receive a pre-determined compensation from the Company while the Company continues to be entitled to the profits (or losses) of such business;
(xxiii) Market Observation the public company reporting system maintained by Post System the TSE;
(xxiv) Member the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;

(xxv) Memorandum the memorandum of association of the Company;

(xxvi) Merger means : (a) a "merger" or "consolidation" as defined under

the Law ; or
(b) other forms of mergers and acquisitions which fall within the definition of "merger and/or consolidation" under the Applicable Public Company Rules;

(xxvii) Month calendar month;

(xxviii) Notice written notice as further provided in the Articles unless otherwise specifically stated;

(xxix) Officer any person appointed by the Board to hold an office in the Company;

(xxx) Ordinary Resolution a resolution passed at a general meeting (or, if so specified, a meeting of Members holding a class of shares) of the Company by not less than a simple majority of the votes cast;

(xxxi) Preferred Shares has the meaning given thereto in Article 6;

(xxxii) Private Placement means, for so long as the shares are traded on the ESM or listed on the TPEx or TSE, the private placement by the Company of shares or other securities of the Company as permitted by the Applicable Public Company Rules;

(xxxiii) Register of Directors the register of directors and officers referred to in and Officers Article 42 hereof;

(xxxiv) Register of Members

the register of members of the Company maintained in accordance with the Law and (as long as the shares of the Company are traded on the ESM or listed on the TPEx or TSE) the Applicable Public Company Rules;

(xxxv) Registered Office the registered office for the time being of the Related Parties Company; has the meaning as set out in No. 24 of the International Accounting Standard;

(xxxvi) Restricted Shares has the meaning given thereto in Article 2.5;

(xxxvii)ROC Taiwan, the Republic of China;

(xxxviii) Seal the common seal or any official or duplicate seal of the Company;

(xxxix) Secretary the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary;
(xl) share(s) share(s) of par value New Taiwan Dollars 10.00 each in the Company;
(xli) Special Resolution
Subject to the Law, means a resolution passed at a general meeting of the Company by a majority of at least two-thirds of the votes cast by such Members who, being entitled to do so, vote in person or by their proxies, or, in the case of Members that are corporations or other non-natural person, by their duly authorised representatives by computing the number of votes to which each Member is entitled;
(xlii) Subsidiary
with respect to any company, (1) the entity, more than one half of whose total number of the issued voting shares or the total amount of the share capital are directly or indirectly held by such company; or (2) the entity that such company has a direct or indirect control over its personnel, financial or business operation;
(xliii)Supermajority Resolution a resolution passed by a majority vote of the Members present at a general meeting attended by Members who represent two-thirds or more of the total issued shares or, if the total number of shares represented by the Members present at the general meeting is less than two-thirds of the total issued shares, but more than one half of the total issued shares, means instead, a resolution passed by two-thirds or more of votes cast by the Members present at such general meeting;
(xliv) Treasury Shares means shares of the Company held in treasury pursuant to the Law and the Articles;
(xlv) TDCC the Taiwan Depository & Clearing Corporation; (xlvi) TPEx the Taipei Exchange; (xlvii) TSE the Taiwan Stock Exchange Corporation; and (xlviii) Year calendar year.

1.2 In the Articles, where not inconsistent with the context:
(a) words denoting the plural number include the singular number and vice versa;
(b) words denoting the masculine gender include the feminine and neuter genders;
(c) words importing persons include companies, associations or bodies of persons whether corporate or not;
(d) the words:-
- (i) "may" shall be construed as permissive; and
- (ii) "shall" shall be construed as imperative;
(e) "written" and "in writing" include all modes of representing or reproducing words in visible form, including the form of an Electronic Record;
(f) a reference to statutory provision shall be deemed to include any amendment or re-enactment thereof;
(g) unless otherwise provided herein, words or expressions defined in the Law shall bear the same meaning in the Articles; and
(h) Section 8 of the Electronic Transactions Law shall not apply to the extent that it imposes obligations or requirements in addition to those set out in the Articles.
1.3 In the Articles expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form.
1.4 Headings used in the Articles are for convenience only and are not to be used or relied upon in the construction hereof.

2. Power to Issue Shares

2.1 Subject to the Applicable Law, Articles and any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to

issue any unissued shares of the Company on such terms and conditions as it may determine and any shares or class of shares (including the issue or grant of options, warrants and other rights, renounceable or otherwise in respect of shares) may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise as the Company may by resolution of the Members prescribe, provided that no share shall be issued at a discount except in accordance with the Law and the Applicable Public Company Rules.

2.2 Unless otherwise provided in the Articles, the issue of new shares of the Company shall be approved by a majority of the Directors at a meeting attended by two-thirds 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 authorized capital of the Company.
2.3 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, where the Company increases its issued share capital by issuing new shares for cash consideration in the ROC, the Company shall allocate 10% of the total amount of the new shares to be issued, for offering in the ROC to the public (" Public Offering Portion ") unless it is not necessary or appropriate, as determined by the FSC or the TPEx or TSE (as the case may be) for the Company to conduct the aforementioned public offering or otherwise provided by Applicable Law. However, if a percentage higher than the aforementioned 10% is resolved by the Members in a general meeting by Ordinary Resolution to be offered, the percentage determined by such resolution shall prevail and shares corresponding to such percentage shall be reserved as Public Offering Portion. The Company may also reserve 10% to 15% of such new shares for subscription by the employees of the Company and its Subsidiaries (the " Employee Subscription Portion "). The Company may prohibit such employees from transferring the shares so subscribed within a certain period; provided, however, that such a period cannot be more than two years.
2.4 Unless otherwise resolved by the Members in general meeting by Ordinary Resolution, where the Company increases its issued share capital by issuing new shares for cash consideration pursuant to Article 2.3 hereof, after allocation of the Public Offering Portion, including, for the avoidance of doubt, any percentage in excess of 10% of the total amount of the new shares to be issued for offering in the ROC to the public as resolved by the Members in general meeting be offered pursuant to Article 2.3, and the Employee Subscription Portion pursuant to Article 2.3 hereof, the Company shall make a public announcement and notify each Member in writing that he is entitled to exercise a pre-emptive right to purchase his pro rata portion of the remaining new shares, to be issued in the capital increase for cash consideration. The Company shall state in such announcement and notices to the Members the procedures for exercising such pre-emptive rights and that if any Member fails to purchase his pro rata portion of such remaining newly-issued shares within the prescribed period, such Member shall be deemed to forfeit his pre-emptive right to purchase such newly-issued shares. Where an exercise of the pre-emptive right may result in fractional entitlement of a Member, the entitlements (including fractional entitlements) of two or more Members may be combined to jointly subscribe for one or more whole new shares in the name of a single Member, subject to compliance with such directions and terms and conditions as determined by the Board and the Applicable Public Company Rules. If the total number of the new shares to be issued has not been fully subscribed for by the Members within the

prescribed period, the Company may consolidate such shares into the public offering tranche or offer any un-subscribed new shares to a specific person or persons in such manner as is consistent with the Applicable Public Company Rules.

2.5 Subject to the Applicable Law, the Company may issue new shares with restricted rights (" Restricted Shares ") to employees of the Company and its Subsidiaries with the sanction of a Supermajority Resolution provided that Article 2.3 hereof shall not apply in respect of the issue of such shares. For so long as the shares are traded on the ESM or listed on the TPEx or TSE, the terms of issue of Restricted Shares, including but not limited to the number of Restricted Shares so issued, issue price of Restricted Shares and other related matters shall be in accordance with the Applicable Public Company Rules.
2.6 The pre-emptive right of Members under Article 2.4 shall not apply in the event that new shares are issued due to the following reasons or for the following purposes:
(a) in connection with a Merger, spin-off, acquisition, share exchange, or pursuant to any reorganization of the Company;
(b) in connection with meeting the Company's obligations under share subscription warrants and/or options, including those rendered in Articles 2.8 and 2.11 hereof;
(c) in connection with the issue of Restricted Shares in accordance with Article 2.5 hereof;
(d) in connection with meeting the Company’s obligations under convertible bonds or corporate bonds vested with rights to acquire shares;
(e) in connection with meeting the Company’s obligations under Preferred Shares vested with rights to acquire shares; or
(f) in connection with Private Placement of the securities issued by the Company.
2.7 The Company shall not issue any unpaid shares or partly paid-up shares.
2.8 Notwithstanding Article 2.5 hereof, the Company may, upon approval by a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors, adopt one or more employee incentive programmes and may issue shares or options, warrants or other similar instruments, to employees of the Company and its Subsidiaries, and for the avoidance of doubt, resolution of the Members is not required.
2.9 Options, warrants or other similar instruments issued in accordance with Article 2.8 above are not transferable save by inheritance.
2.10 Directors of the Company and its Subsidiaries shall not be eligible for Restricted Shares pursuant to Article 2.5 hereof or the incentive programmes pursuant to Article

2.8 hereof, provided that directors who are also employees of the Company or its Subsidiaries may subscribe for Restricted Shares or participate in an incentive programme in their capacity as an employee and not as a director of the Company or its Subsidiaries.

2.11 The Company may enter into agreements with employees of the Company and/or the employees of its Subsidiaries in relation to the incentive programme approved pursuant to Article 2.8 above, whereby employees may subscribe for, within a specific period, a specific number of the shares. The terms and conditions of such agreements shall be no less restrictive on the relevant employee than the terms specified in the applicable incentive programme.
2.12 Where a subscriber of new shares delays payment for the shares, the Company shall fix a period of not less than one month and request the subscriber to pay, declaring that in case of default of payment within the stipulated period the right shall be void. After the Company has made the aforesaid request, the right of the subscriber who fails to pay accordingly shall be void. Under the aforesaid circumstances, compensation for losses or damages of the Company, if any, may still be claimed against such subscriber.
2.13 For so long as the Company issues new shares and the shares of the Company are traded on the ESM or listed on the TPEx or TSE, where the publicly announces period for payment of subscription is longer than one month, the rights of the subscribers who fail to pay shall be void, and Article 2.12 shall not be applicable.

3. Redemption and Purchase of Shares

3.1 Subject to the Law and Applicable Public Company Rules, the Company is authorised to issue shares which are to be redeemed or are liable to be redeemed at the option of the Company or a Member.
3.2 Subject to the Applicable Public Company Rules, the Company is authorised to make payments in respect of the redemption of its shares out of capital or out of any other account or fund authorised for this purpose in accordance with the Law.
3.3 The redemption price of a redeemable share, or the method of calculation thereof, shall be fixed by the Board at or before the time of issue.
3.4 Every share certificate relating to redeemable share shall indicate that the share is redeemable.
3.5 Subject to the Applicable Law and the Articles, the Company may, upon approval by a majority of the Directors at a meeting attended by two-thirds or more of the total number of the Directors, purchase its own shares (including any redeemable shares) on such terms and in such manner as the Directors may determine and hold them as Treasury Shares in accordance with the Applicable Law PROVIDED THAT if any purchase of the Company’s own shares involves any immediate cancellation of shares of the Company, such repurchase of shares is subject to approval by the Members by way of an Ordinary Resolution and the number of shares of the Company to be cancelled shall be allocated among all the Members as of the date of

such cancellation on a pro rata basis (as rounded up or down to the nearest whole number as determined by the Directors) based on the then prevailing percentage of shareholding of the Members, unless otherwise provided for in the Law or the Applicable Public Company Rules.

Upon approval by Members by way of an Ordinary Resolution to repurchase and cancel shares of the Company, the repurchase price may be paid in any manner authorized by the Law, including in cash or in kind, provided that where any repurchase price is to be paid in kind, the monetary equivalent value of such payment in kind shall be (a) assessed by an ROC certified public accountant before being submitted by the Board to the Members for approval as part of the Ordinary Resolution authorising the repurchase and cancellation of shares of the Company; and (b) agreed to individually by each Member who will be receiving the repurchase price in kind. Without prejudice to this Article 3.5, in the case of a repurchase of shares by the Company for purposes of changing the currency denomination of share capital of the Company, consent of the holders of the shares subject to such repurchase shall not be required.

3.6 In the event that the Company proposes to purchases any share traded on the ESM or listed on the TPEx or TSE pursuant to the preceding Article, the resolution of the Board approving such proposal and the implementation thereof should be reported to the Members in the next general meeting in accordance with the Applicable Public Company Rules. Such reporting obligation shall also apply even if the Company does not implement the proposal to purchase its shares traded on the ESM or listed on the TPEx or TSE for any reason.
3.7 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, the Company is authorised to purchase any share traded on the ESM or listed on the TPEx or TSE in accordance with the following manner of purchase:
(a) the total price of the shares purchased by the Company shall not exceed the sum of retained earnings minus earnings distribution resolved by the Board or the general meeting, plus the following realized capital reserve:
- (i) the premium received from the disposal of assets that has not been booked as retained earnings;

the premium paid on the issuance of any share and income from endowments received by the Company provided however that income from the shares shall not be included before such shares have been transferred to others;

(b) the maximum number of shares purchased by the Company shall not exceed ten percent of the total number of issued and outstanding shares of the Company; and
(c) the purchase shall be at such time, at such price and on such other terms as determined and agreed by the Board in its sole discretion provided however that:
such purchase transactions shall be in accordance with the laws and regulations of the ROC relating to securities transactions and Applicable Public Company Rules; and

such purchase transactions shall be in accordance with the Law.

3.8 Subject to Article 3.5 and the Applicable Public Company Rules, the redemption or repurchase price may be paid in any manner permissible under the Law as determined by the Board.
3.9 A delay in payment of the redemption price shall not affect the redemption but, in the case of a delay of more than thirty 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 banks holding “A” licenses (as defined in the Banks and Trust Companies Law (Revised) of the Cayman Islands) in the Cayman Islands for thirty day deposits in the same currency.
3.10 The Directors may exercise as they think fit the powers conferred on the Company by Section 37(5) of the Law (payment out of capital) but only if and to the extent that the redemption could not otherwise be made (or not without making a fresh issue of shares for this purpose).
3.11 Subject as aforesaid, the Directors may determine, as they think fit all questions that may arise concerning the manner in which the redemption of the shares shall or may be effected.
3.12 No share may be redeemed unless it is fully paid-up.
3.13 The Board may designate as Treasury Shares any of its shares that it purchases or redeems, or any shares surrendered to it, in accordance with the Applicable Law.
3.14 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 of the Company) may be made to the Company in respect of a Treasury Share.
3.15 The Company shall be entered in the Register of Members as the holder of the Treasury Shares provided that:
(d) 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;
(e) 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 the Articles or the Law.
3.16 After the Company purchases the shares traded on the ESM or listed on the TPEx or TSE, any proposal to transfer the Treasury Shares to the employees of the Company and its Subsidiaries at a price below the average actual repurchase price must be approved by Special Resolution in the next general meeting and the items required by the Applicable Public Company Rules shall be specified in the notice of the general meeting and may not be proposed as an extemporary motion. The aggregate number of Treasury Shares resolved at all general meetings and transferred to the employees of the Company and its Subsidiaries shall not exceed 5% of the total issued shares, and each employee may not subscribe for more than 0.5% of the total issued shares in aggregate. The Company may prohibit such employees from transferring such Treasury Shares within a certain period; provided, however, that such a period cannot be more than two years.

3.17 Subject to Article 3.16 and the Applicable Public Company Rules, Treasury Shares may be disposed of by the Company on such terms and conditions in accordance with the Applicable Law as determined by the Directors.

4. Rights Attaching to Shares

Subject to Article 2.1, the Memorandum and the Articles, other contractual obligations or restrictions that the Company is bound by and any resolution of the Members to the contrary and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares, the share capital of the Company shall be divided into shares of a single class the holders of which shall, subject to the provisions of the Articles:

(a) be entitled to one vote per share;
(b) be entitled to such dividends as recommended by the Board and approved by the Members at general meeting;
(c) in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganization or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and
(d) generally be entitled to enjoy all of the rights attaching to shares.

5. Share Certificates

5.1 The Company may issue shares in uncertificated/scripless form or issue share certificates. Where share certificates are issued, every Member shall be entitled to a certificate issued under the Seal (or a facsimile thereof), which shall be affixed or imprinted with the authority of the Board, specifying the number and, where appropriate, the class of shares held by such Member. The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means. For so long as the shares are traded on the ESM or listed on the TPEx or TSE, shares of the Company shall be issued in uncertificated/scripless form unless the issuance of share certificates is required by the provisions of the Applicable Public Company Rules.
5.2 If any share certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid, or destroyed the Board may cause a new certificate to be issued and request an indemnity for the lost certificate if it sees fit.
5.3 Share may not be issued in bearer form .
5.4 When the Company shall issue share certificates pursuant to Article 5.1 hereof, the Company shall deliver the share certificates to the subscribers within thirty (30) days from the date such share certificates may be issued pursuant to the Law, the Memorandum, the Articles, and the Applicable Public Company Rules, and shall make a public announcement prior to the delivery of such share certificates pursuant to the Applicable Public Company Rules.

5.5 Where the Company shall issue the shares in uncertificated /scripless form, the Company shall upon the issue of such shares cause the name of the subscriber and other particulars to be entered onto the Register of Members in accordance with the Law and the Applicable Public Company Rules. The Company shall deliver the uncertificated/scripless shares to the subscribers by recording the issuance of uncertificated/scripless shares on the book-entry system of the TDCC within thirty (30) days from the date such uncertificated/scripless shares may be issued pursuant to the Law, the Memorandum, the Articles, and the Applicable Public Company Rules, and shall make a public announcement prior to the delivery of such uncertificated /scripless shares pursuant to the Applicable Public Company Rules.

6. Preferred Shares

6.1 The Company may by Special Resolution designate one or more classes of shares with preferred or other special rights as the Company, by Special Resolution, may determine (shares with such preferred or other special rights, the "Preferred Shares"), and cause to be set forth in the Articles.
6.2 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, the rights and obligations of Preferred Shares may include (but not limited to) the following terms and shall be consistent with the Applicable Public Company Rules:
(a) the order of priority and fixed amount or fixed ratio of allocation of dividends and bonus on Preferred Shares;
(b) the order of priority and fixed amount or fixed ratio of allocation of surplus assets of the Company;
(c) the order of priority for or restriction on the voting right(s) (including declaring no voting rights whatsoever) of the Members holding the Preferred Shares;
(d) the number, method or formula for Preferred Shares to be converted into common shares (for the avoidance of doubt, in accordance with the Applicable Public Company Rules, a public company shall not issue Preferred Shares to be converted into multiple common shares);
(e) the method by which the Company is authorized or compelled to redeem the Preferred Shares, or a statement that redemption rights shall not apply; and
(f) other matters concerning rights and obligations incidental to Preferred Shares.

REGISTRATION OF SHARES

7. Register of Members

(a) For so long as shares are traded on the ESM or listed on the TPEx or TSE, the Board shall cause to be kept a Register of Members which may be kept outside the Cayman Islands at such place as the Directors shall appoint and which shall be maintained in accordance with the Law and the Applicable Public Company Rules.
(b) In the event that the Company has shares that are not traded on the ESM or listed on

the TPEx or TSE, the Company shall also cause to be kept a register of such shares in accordance with Section 40 of the Law.

8. Registered Holder Absolute Owner

Except as required by law:

(a) no person shall be recognised by the Company as holding any share on any trust; and
(b) no person other than the Member shall be recognised by the Company as having any right in a share.

9. Transfer of Registered Shares

9.1 Title to shares traded on the ESM or listed on the TPEx or TSE may be evidenced and transferred in a manner consistent with the Applicable Public Company Rules (including through the book-entry system of the TDCC).
9.2 All transfers of shares which are in certificated form may be effected by an instrument of transfer in writing in any usual form or in any other form which the Board may approve and shall be executed by or on behalf of the transferor and, if the Board so requires, by or on behalf of the transferee. Without prejudice to the foregoing, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. Notwithstanding the foregoing, an instrument of transfer shall not be required for a repurchase of shares by the Company for purposes of changing the currency of share capital of the Company.
9.3 The Board may refuse to recognise any instrument of transfer in respect of shares in certificated form unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer.
9.4 The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.
9.5 The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share in certificated form in the event such registration of transfer would (i) conflict with the Applicable Law; or (ii) conflict with the Memorandum and/or the Articles. If the Board refuses to register a transfer of any share, the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.

10. Transmission of Registered Shares

10.1 In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Member's interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Member with other persons. Subject to the provisions of Section 39 of the Law, for the purpose of this Article, legal personal representative means the executor or administrator of a deceased Member or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Member.
10.2 Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share.
10.3 On the presentation of the evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member. Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration or refuse registration as stipulated in Article 9.3 hereof as it would have had in the case of a transfer of the share by that Member before such Member's death or bankruptcy, as the case may be.
10.4 Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to the said share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.

ORDINARY RESOLUTION, SPECIAL RESOLUTION AND SUPERMAJORITY RESOLUTION

11. Alteration of Capital

11.1 The Company may from time to time by Ordinary Resolution alter the conditions of its Memorandum to:
(a) increase its share capital by new shares of such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe;
(b) consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;
(c) convert all or any of its paid up shares into stock and reconvert that stock into paid up shares of any denomination;
(d) sub-divide its existing shares, or any of them into shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived and may by such

resolution determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares; or

(e) cancel any shares which, 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.
11.2 The Board may settle as it considers expedient any difficulty which arises in relation to any consolidation and division under the last preceding Article and in particular but without prejudice to the generality of the foregoing may issue certificates in respect of fractions of shares or arrange for the sale of the shares representing fractions and the distribution of the new proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the Members who would have been entitled to the fractions, and for this purpose the Board may authorise some person to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be paid to the Company for the Company’s benefit. Such purchaser will not be bound to see to the application of the purchase money nor will his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

12. Special Resolution and Supermajority Resolution

12.1 Subject to the Law and the Articles, the Company may from time to time by Special Resolution:
(a) change its name;
(b) alter or add to the Articles;
(c) alter or add to the Memorandum with respect to any objects, powers or other matters specified therein;
(d) reduce its share capital and any capital redemption reserve fund; or
(e) effect a Merger under the Law ； in the event the Company participates in the merger and is dissolved thereafter, and the trading of Company shares on the stock exchange market shall be terminated consequently, while the surviving or the newly incorporated company is not a listed or OTC company, the resolution of the general meeting shall be adopted by two-thirds or more of the votes of the shareholders who represent the total number of issued shares of the Company.
12.2 Subject to the Law, the Company may, by Special Resolution, issue securities by way of Private Placement within the territory of the ROC in accordance with Applicable Public Company Rules; provided that, for issuance of corporate bonds which do not involve the grant of a warrant, option, or right of conversion or otherwise grant the holders of the bonds the right to acquire equity or similar rights by way of Private Placement within the territory of the ROC, the Company may do so by resolution of the Board in different tranches within one year from the date of the resolution of the Board in accordance with Applicable Public Company Rules.

12.3 Subject to the Law and Article 12.4 hereof, the following actions by the Company shall require the approval of the Members by a Supermajority Resolution:
effecting any capitalization of distributable dividends and/or bonuses and/or any other amount prescribed under Article 17 hereof;
(a) effecting any Merger (except for any Merger which falls within the definition of "merger" and/or "consolidation" under the Law, which requires the approval of the Company by Special Resolution only) , ~~or~~ spin-off, or shares exchange of the Company; provided, however, that the trading of Company shares on the stock exchange market shall be terminated because the Company participates in the merger and is dissolved thereafter, or in the acquisition by a company under general assumption or transfer, or in the acquisition by share exchange, or spin-off, while the surviving, or the transferee company, or the newly incorporated company is not a listed or OTC company, the resolution of the general meeting shall be adopted by two-thirds or more of the votes of the shareholders who represent the total number of issued shares of the Company.
(b) entering into, amend, or terminate any Lease Contract, Management Contract or Joint Operation Contract;
(c) he transferring of the whole or any essential part of the business or assets of the Company; provided, however, that the trading of Company shares on the stock exchange market shall be terminated because the Company transferred its business or assets to another company, the resolution of the general meeting shall be adopted by two-thirds or more of the votes of the shareholders who represent the total number of issued shares of the Company ； or
(d) acquiring or assuming the whole business or assets of another person, which has a material effect on the Company's operation ； provided, however, that the trading of Company shares on the stock exchange market shall be terminated because of the preceding event, the resolution of the general meeting shall be adopted by two-thirds or more of the votes of the shareholders who represent the total number of issued shares of the Company.
12.4 Subject to the Law and Applicable Public Company Rules, the Company may be wound up voluntarily:
(a) if the Company resolves by Ordinary Resolution that it be wound up voluntarily because the Company is unable to pay its debts as they fall due; or
(b) if the Company resolves by Special Resolution that it be wound up voluntarily for reasons other than set out in Article 12.4(a) above.
12.5 Subject to the Applicable Law, the Company may by Supermajority Resolution, distribute its Capital Reserve, in whole or in part, by issuing new shares which shall be distributed as bonus shares to its existing Members in proportion to the number of shares being held by each of them or by cash.

13. Variation of Rights Attaching to Shares

If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the sanction of a Special Resolution passed at a general meeting of the holders of the shares of the class. Notwithstanding the foregoing, if any modification or alteration in the Articles is prejudicial to the preferential rights of any class of shares, such modification or alteration shall be adopted by a Special Resolution and shall also be adopted by a Special Resolution passed at a separate meeting of Members of that class of shares. 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 varied by the creation or issue of further shares ranking pari passu therewith. To any such meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis .

DIVIDENDS AND CAPITALISATION

14. Dividends

14.1 The Board may, subject to approval by the Members by way of Ordinary Resolution or, in the case of Article 12.3(a), Supermajority Resolution and subject to the Articles and any direction of the Company in general meeting, declare a dividend to be paid to the Members in proportion to the number of shares held by them, and such dividend may be paid in cash or shares.
14.2 Subject to the Applicable Law, no dividends or other distribution shall be paid except out of profits of the Company, realised or unrealised, out of share premium account or any reserve, fund or account as otherwise permitted by the Law. Except as otherwise provided by the rights attached to any shares, all dividends and other distributions shall be paid according to the number of the shares that a Member holds. If any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividends accordingly.
14.3 Subject to the Law and this Article and except as otherwise provided by the rights attached to any shares, the Company may distribute profits in accordance with a proposal for profits distribution approved by the Board and sanctioned by the Members by an Ordinary Resolution, in annual general meetings.
14.4 If there is profit for the year (defined below), the Company shall set aside no less than one per cent (1%) of the profit as employee compensation and no more than three per cent (3%) of the profit as compensation for the Directors. However, if the Company has accumulated losses in previous years, it shall reserve an amount of the pre-tax profit for offsetting the accumulated losses. The employee compensation referred to in this Article 14.4 shall be distributed in the form of stock or cash and may be distributed to employees of the Company's Subsidiaries, if such employees satisfy certain qualifications as may be resolved by the Board from time to time. For the purpose of this Article 14.4, "profit" means the profit before tax and before the compensation for employees and Directors are set aside.
14.5 The Company operates in a market for specific demands and customized products and is in the growth stage. The Board shall prepare the dividend proposal by taking into account the profit of the year, overall development, financial plans, capital need,

projection of the industry and the Company's prospects and so on and submit the proposal for the Members' approval. For so long as the shares are traded on the ESM or listed on the TPEx or TSE, if there are profits, in making the profits distribution recommendation, the Board shall set aside out of the profits of the Company for each financial year: (i) a reserve for payment of tax for the relevant financial year; (ii) an amount to offset losses incurred in previous years; (iii) ten per cent (10%) as reserve ("Statutory Reserve"); and (iv) a special surplus reserve as required by the applicable securities authority of the ROC under the Applicable Public Company Rules. If there should be any remaining profits, subject to the discretion of the Directors when preparing the dividend proposal, after combining all or part of the accumulated undistributed profits in the previous years and the reversed special surplus reserve, the combined amount shall be allocated as dividends to the Members in proportion to their shareholdings. Subject to the Law and the Applicable Public Company Rules and unless otherwise resolved by the Board and the Members, and after having considered the financial, business and operational factors of the Company, the dividends shall not be less than fifty per cent (50%) of profit after tax of the relevant year. The distribution may be made by way of cash dividends or by way of stock dividends or a combination thereof, provided that, the cash dividends shall not be less than thirty per cent (30%) of the total amount of dividends payable.

14.6 The Board shall fix any date as the record date for determining the Members entitled to receive any dividend or other distribution.
14.7 For the purpose of determining Members entitled to receive payment of any dividend or other distributions, the Directors may provide that the Register of Members be closed for transfers for five (5) days before the relevant record date or such other period consistent with the Applicable Public Company Rules subject to compliance with the Law .
14.8 No unpaid dividend shall bear interest as against the Company.

15. Capital Reserve and Power to Set Aside Profits

15.1 The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such sum as it thinks proper as a reserve to be used to meet contingencies or for meeting the deficiencies for implementing dividend distribution plans or for any other purpose to which those funds may be properly applied. Pending application, such sums may be in the absolute discretion of the Directors either be employed in the business of the Company or invested in such investment as Directors may from time to time think fit, and need not be kept separate from other assets of the Company. The Directors may also, without placing the same to reserve, carry forward any profit which they decide not to distribute.
15.2 Subject to any direction from the Company in general meeting, the Directors may on behalf of the Company exercise all the powers and options conferred on the Company by the Law in regard to the Capital Reserve.

16. Method of Payment

16.1 Any dividend, interest, or other monies payable in cash in respect of the shares may be paid by wire transfer to the Member’s designated account or by cheque or draft

sent through the post directed to the Member at such Member's address in the Register of Members, or to such person and to such address as the holder may in writing direct.

16.2 In the case of joint holders of shares, any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or draft sent through the post directed to the address of the holder first named in the Register of Members, or to such person and to such address as the holder may in writing direct. If two or more persons are registered as joint holders of any shares any one can give an effectual receipt for any dividend paid in respect of such shares.
16.3 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, the payment of any dividend shall comply with the Applicable Public Company Rules and the Law.

17. Capitalisation

Subject to the Applicable Law and Article 12.3(a), the Board may capitalise any sum for the time being standing to the credit of the Capital Reserve or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such sum in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Members.

MEETINGS OF MEMBERS

18. Annual General Meetings

18.1 The Company shall hold a general meeting as its annual general meeting within six months following the end of each fiscal year, which shall be called by the Board.
18.2 Subject to Article 18.1, the annual general meeting of the Company may be held at such time and place as the Board shall determine. For so long as the shares are traded on the ESM or listed on the TPEx or TSE, unless otherwise provided by the Law, the general meetings shall be held in the ROC. If the Board resolves to hold a general meeting outside the ROC, the Company shall apply for the approval of the TPEx or TSE (as the case may be) within two days after the Board adopts such resolution. Where a general meeting is to be held outside the ROC, the Company shall engage a professional stock affairs agent in the ROC to handle the administration of such general meeting (including but not limited to the handling of the voting of proxies submitted by Members).

19. Extraordinary General Meetings

19.1 General meetings other than annual general meetings shall be called extraordinary general meetings.
19.2 The Board may convene an extraordinary general meeting of the Company whenever

in their judgment such a meeting is necessary or is desirable.

19.3 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, the Board shall on a Member’s requisition as defined in Article 19.4 forthwith proceed to convene an extraordinary general meeting of the Company.
19.4 A Member's requisition set forth in Article 19.3 is a requisition of one or more Members of the Company holding in the aggregate at the date of deposit of the requisition not less than three per cent (3%) of the total number of issued shares of the Company which as at that date have been held by such Member(s) for at least one year.
19.5 The Member's requisition must state in writing the matters to be discussed at the extraordinary general meeting and the reason therefor.
19.6 If the Board does not within fifteen (15) days from the date of the deposit of the Member's requisition dispatch the notice of an extraordinary general meeting, the requisitionists, may themselves convene an extraordinary general meeting in the same manner, as nearly as possible, as that in which general meetings may be convened by the Board. If it is proposed that the extraordinary general meeting be held outside the ROC, an application shall be submitted by such requisitionists to the TPEx or TSE (as the case may be) for its prior approval.
19.7 Subject to the Law, one or more Members continuously holding more than fifty per cent (50%) of the total number of issued shares of the Company for at least three months may themselves convene an extraordinary general meeting in the same manner, as nearly as possible, as that in which general meetings may be convened by the Board. If it is proposed that the extraordinary general meeting be held outside the ROC, an application shall be submitted by such requisitionists to the TPEx or TSE (as the case may be) for its prior approval. The calculation of the holding period and holding number of shares in the preceding paragraph shall be based on the holding at the time immediately prior to the relevant book close period, during which the Company closed its Register of Members.
19.8 Subject to the Law, not only under the condition that the Board does not or is unable to convene a meeting of Members, any Independent Director of the Audit Committee may, for the benefit of the company, convene a meeting of Members when it is deemed necessary.

20. Notice

20.1 Before the shares are traded on the ESM or listed on the TPEx or TSE, at least five days' notice of a general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held and the general nature of business to be conducted at the meeting.
20.2 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, at least thirty days' notice of an annual general meeting, and at least fifteen days' notice of an extraordinary general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held and the general nature of the business to be considered at the meeting. The notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior

written consent from the recipient(s) thereof.

20.3 Prior to the shares being traded on the ESM or listed on the TPEx or TSE, the accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting. For so long as the shares are traded on the ESM or listed on the TPEx or TSE, the accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person shall be handled in accordance with Article 23.4.
20.4 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, the Board shall fix a record date for determining the Members entitled to receive notice of and to vote at any general meeting of the Company in accordance with Applicable Public Company Rules and close its Register of Members accordingly in accordance with Applicable Public Company Rules.
20.5 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, the Company shall announce to the public the notice of a general meeting, the proxy instrument, agendas and materials relating to the matters to be reported and discussed in the general meetings, including but not limited to, election or discharge of Directors, in accordance with Article 20.2 hereof, and shall transmit the same via the Market Observation Post System in accordance with Applicable Public Company Rules. If the voting power of a Member at a general meeting shall be exercised by way of a written ballot, the Company shall also send the written document for the Member to exercise his voting power together with the above mentioned materials in accordance with Article 20.2. The Directors shall prepare a meeting handbook of the relevant general meeting and supplemental materials, which will be made available to all Members and shall be transmitted to the Market Observation Post System in accordance with the Applicable Public Company Rules twenty-one (21) days prior to the annual general meetings or, in the case of extraordinary general meetings, fifteen (15) days prior to such meeting.
20.6 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, the following matters shall be stated in the notice of a general meeting, with a summary of the major content to be discussed, and shall not be proposed as an extemporary motion; the summary of the major contents may be posted on the website designated by the ROC competent authority in charge of securities affairs or the company, and such website shall be indicated in the above notice:
(a) election or discharge of Directors,
(b) alteration of the Memorandum or Articles,
(c) (i) dissolution, Merger, share swap or spin-off, (ii) entering into, amending, or terminating any Lease Contract, Management Contract or Joint Operation Contract, (iii) transfer of the whole or any essential part of the business or assets of the Company, and (iv) acquisition or assumption of the whole of the business or assets of another person, which has a material effect on the operations of the Company,

(d) ratification of an action by Director(s) who engage(s) in business for himself or on behalf of another person that is within the scope of the Company's business (including but not limited to lifting Directors' and Officers' non-compete obligations),
(e) distribution of the whole or part of the surplus profit of the Company in the form of new shares, capitalization of Capital Reserve and any other amount in accordance with Article 17,
(f) making distributions of new shares or cash out of the Statutory Reserve, the premium received on the issuance of any shares and income from endowments received by the Company to its Members,
(g) Private Placement of any equity-related securities to be issued by the Company,
(h) reduction of capital, and
(i) application for the approval of ceasing its status as a public company.
20.7 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, the Board shall keep the Memorandum and Articles, minutes of general meetings, financial statements, the Register of Members, and the counterfoil of any corporate bonds issued by the Company at the Registered Office (if applicable) and the Company's stock affairs agent located in the ROC. Members may request, from time to time, by submitting document(s) evidencing his interests involved and indicating the designated scope of the inspection, access to inspect, review or make copies of the foregoing documents; the Company shall make the Registered Office (if applicable) or the Company's stock affairs agent located in the ROC to provide with the access.
20.8 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, the Company shall make available all the statements and records prepared by the Board and the report prepared by the Audit Committee which will be submitted to the Members at the annual general meeting at the Registered Office (if applicable) and its stock affairs agent located in the ROC ten (10) days prior to such annual general meeting in accordance with Applicable Public Company Rules. Members may inspect and review the foregoing documents from time to time and may be accompanied by their lawyers or certified public accountants for the purpose of such inspection and review.
20.9 The Board or other authorized conveners of Members’ meetings may require the Company, the Registered Office (if applicable) or the stock affairs agent located in the ROC to provide with the Register of Members.

21. Giving Notice

21.1 Any Notice or document, whether or not to be given or issued under the Articles from the Company to a Member, shall be in writing either by delivering it to such Member in person or by sending it by letter mail or courier service to such Member at his registered address as appearing in the Register of Members or at any other address

supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address. For the purposes of this Article, a notice may be sent via electronic means if so agreed to by the shareholder in writing.

21.2 Any Notice or other document shall be deemed to be effective when it is sent in accordance with Articles 20 and 21 of these Articles. Any Notice or document may be given to a Member either in the Chinese language or the English language, subject to due compliance with all Applicable Law, rules and regulations. This Article shall apply mutatis mutandis to the service of any document by a Member on the Company under the Articles.

22. Postponement of General Meeting

The Board may postpone any general meeting called in accordance with the provisions of the Articles provided that notice of postponement is given to each Member before the time for such meeting. A notice stating the date, time and place for the postponed meeting shall be given to each Member in accordance with the provisions of the Articles provided that in the event that the Members resolve to postpone the general meeting to a specified date which is not more than five days, Articles 20.1, 20.2, 20.3, 20.4, 20.5 and 21 do not apply and notice of the adjournment shall not be required.

23 Quorum and Proceedings at General Meetings

23.1 No resolutions shall be adopted unless a quorum is present. Unless otherwise provided for in the Articles, Members present in person or by proxy or in the case of a corporate Member, by corporate representative, representing more than one-half of the total issued shares of the Company entitled to vote, shall constitute a quorum for any general meeting.
23.2 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, the Board shall submit business reports, financial statements and proposals for distribution of profits or allocation of losses prepared by it for the purposes of annual general meetings of the Company for ratification by the Members in a manner consistent with the Applicable Public Company Rules. After ratification by the Members at the general meeting, the Board shall distribute copies of or announce to the public the ratified financial statements and the Company's resolutions on distribution of profits or allocation of losses, to each Member or otherwise make the same available to the Members in accordance with the Applicable Public Company Rules.
23.3 Unless otherwise provided in the Articles, a resolution put to the vote of the meeting shall be decided on a poll.
23.4 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, if and to the extent permitted under the Law, nothing in the Articles shall prevent any Member from initiating proceedings in a court of competent jurisdiction for an appropriate remedy in connection with the convening of any general meeting or the passage of any resolution in violation of applicable laws or regulations or the Articles within 30 days after passing of such resolution. The Taiwan Taipei District Court,

ROC, may be the court for adjudicating any disputes arising out of the foregoing.

23.5 Unless otherwise expressly required by the Law, the Memorandum or the Articles, any matter which has been presented for resolution, approval, confirmation or adoption by the Members at any general meeting may be passed by an Ordinary Resolution.
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23.6 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, member(s) holding one per cent (1%) or more of the Company's total issued shares, may propose to the Company in writing or by electronic transmission one matter for discussion at an annual general meeting. Prior to the relevant book close period, during which the Company closed its Register of Members, the Company shall give a public notice in such manner as permitted by Applicable Law specifying the place, the method and a period of not less than ten (10) days for Members to submit proposals. Proposals submitted for discussion at an annual general meeting shall not be included in the agenda of the annual general meeting where (a) the proposing Member(s) holds less than one cent (1%) of the Company's total issued shares, (b) the matter of such proposal may not be resolved by a general meeting; (c) the proposing Member(s) has proposed more than one proposal (d) the proposal containing more than 300 words or (e) the proposal is submitted to the Company after the date fixed and announced by the Company for accepting Member(s)' proposal(s). A Member’s proposal for urging the Company to promote public interests or fulfill its social responsibilities may still be included in the list of proposals to be discussed at a Meeting of Members by the Board.
23.7 The rules and procedures of general meetings shall be established by the Board and approved by an Ordinary Resolution, and such rules and procedures shall be in accordance with the Law, these Articles and the Applicable Public Company Rules.

24. Chairman to Preside

24.1 In the event that the general meeting is convened by the Board, the Chairman shall act as chairman at all meetings of the Members at which such person is present. In his absence the Directors who are present at the meeting of Members shall elect one from among themselves to act as the chairman at such meeting in lieu of the Chairman; where as for a Members' meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting provided, however, that if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.
24.2 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, the chairman at all meetings of the Members shall be appointed or elected in accordance with the Applicable Public Company Rules.

25. Voting on Resolutions

25.1 Subject to any rights, privileges or restrictions attached to any share, every Member who (being an individual) is present in person or by proxy or (in the case of a corporation or other non-natural person) by duly authorized corporate representative(s) or by proxy shall have one vote for every share of which he is the holder. A Member who holds shares for benefit of others, need not use all his votes or

cast all the votes he holds in the same way as he uses his votes in respect of shares he holds for himself. The qualifications, scope, methods of exercise, operating procedures and other matters with respect to exercising voting power separately shall comply with the Applicable Public Company Rules.

25.2 No person shall be entitled to vote at any general meeting or at any separate meeting of the holders of a class of shares unless he is registered as a Member on the record date for such meeting nor unless he has paid all the calls on all shares held by such Member.
25.3 Votes may be cast either in person or by proxy. A Member may appoint another person as his proxy by specifying the scope of appointment in the proxy instrument prepared by the Company to attend and vote at a general meeting, provided that a Member may appoint only one proxy under one instrument to attend and vote at such meeting.
25.4 Subject to the Law, for so long as the shares are traded on the ESM or listed on the TPEx or TSE, the Company shall provide the Members with a method for exercising their voting power by way of a written ballot or electronic transmission. The method for exercising such voting power shall be described in the general meeting notice to be given to the Members. Any Member who intends to exercise his voting power by way of a written ballot or by way of electronic transmission shall serve the Company with his voting decision at least two (2) days prior to the date of such general meeting. Where more than one voting decision are received from the same Member by the Company, the first voting decision shall prevail, unless an explicit written statement is made by the relevant Member to revoke the previous voting decision in the later-received voting decision. A Member who exercises his voting power at a general meeting by way of a written ballot or by electronic transmission shall be deemed to have appointed the chairman of the general meeting as his proxy to vote his shares at the general meeting only in the manner directed by his written instrument or electronic document. The chairman of the general meeting as proxy shall not have the power to exercise the voting rights of such Members with respect to any matters not referred to or indicated in the written or electronic document and/or any amendment to resolution(s) proposed at the said general meeting. For the purpose of clarification, such Members voting in such manner shall be deemed to have waived their voting rights with respect to any extemporary matters or amendment to resolution(s) proposed at the general meeting.
25.5 In the event any Member who intended to exercise his voting power by way of a written ballot or electronic transmission and has served his voting decision on the Company pursuant to Article 25.4 hereof later intends to attend the general meetings in person, he shall, at least two (2) days prior to the date of such general meeting, serve the Company with a separate notice revoking his previous voting decision. Such separate notice shall be sent to the Company in the same manner (e.g., by courier, registered mail or electronic transmission, as applicable) as the previous voting decision under Article 25.4 was given to the Company. Votes by way of a written ballot or electronic transmission shall remain valid if the relevant Member fails to revoke his voting decision before the prescribed time.
25.6 A Member who has served the Company with his voting decision in accordance with Article 25.4 for the purpose of exercising his voting power by way of a written ballot or by way of electronic transmission may appoint a person as his proxy to attend the meeting in accordance with the Articles, in which case the vote cast by such proxy

shall be deemed to have revoked his previous voting decision served on the Company and the Company shall only count the vote(s) cast by such expressly appointed proxy at the meeting.

26. Proxies

26.1 The instrument of proxy shall be in the form approved by the Board from time to time 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 Member, proxy and the solicitor (if any). The form of proxy shall be provided to the Members together with the relevant notice for the relevant general meeting, and such notice and proxy materials shall be distributed to all Members on the same day.
26.2 An instrument of proxy shall be in writing, be executed under the hand of the appointor, or, if the appointor is a corporation or other non-natural person, under the hand of an officer or attorney duly authorised for that purpose. A proxy need not be a Member of the Company.
26.3 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, subject to the Applicable Public Company Rules, except for an ROC trust enterprise or stock affair agents approved pursuant to Applicable Public Company Rules, save with respect to the Chairman being deemed appointed as proxy under Article 25.4, in the event a person acts as the proxy for two or more Members, the total number of issued and voting shares entitled to be voted as represented by such proxy shall be no more than three per cent (3%) of the total number of issued and voting shares of the Company immediately prior to the relevant book closed period, during which the Company close its Register of Member; any vote in respect of the portion in excess of such three per cent (3%) threshold shall not be counted.
26.4 In the event that a Member exercises his voting power by way of a written ballot or electronic transmission and has also authorised a proxy to attend a general meeting, then the voting power exercised by the proxy at the general meeting shall prevail. In the event that any Member who has authorised a proxy to attend a general meeting later intends to attend the general meeting in person or to exercise his voting power by way of a written ballot or electronic transmission, he shall, at least two (2) days prior to the date of such general meeting, serve the Company with a separate notice revoking his previous appointment of the proxy. Votes by way of proxy shall remain valid if the relevant Member fails to revoke his appointment of such proxy before the prescribed time.
26.5 The instrument of proxy shall be deposited at the Registered Office or the office of the Company's stock affairs agent in the ROC or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company not less than five (5) days before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, save with respect to the Chairman being deemed appointed as proxy under Article 25.4. Where more than one instrument to vote are received from the same Member by the Company, the first instrument received shall prevail, unless an explicit written statement is made by the relevant Member to revoke the previous proxy in the later-received instrument.

27. Proxy Solicitation

For so long as the shares are traded on the ESM or listed on the TPEx or TSE, the use and solicitation of proxies shall be in compliance with the Applicable Public Company Rules, including but not limited to "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies."

28. Dissenting Member’s Appraisal Right

28.1 Subject to compliance with the Law, in the event any of the following resolutions is passed at general meetings, any Member who has notified the Company in writing of his objection to such matter prior to the meeting and has raised again his objection at the meeting, may request the Company to purchase all of his shares at the then prevailing fair price:
(a)the Company proposes to enter into, amend, or terminate any Lease Contract, Management Contract or Joint Operation Contract;
(b)the Company transfers the whole or an essential part of its business or assets, provided that, the foregoing does not apply where such transfer is pursuant to the dissolution of the Company; or
(c)acquires or assumes the whole business or assets of another person, which has a material effect on the operation of the Company.
28.2 In the event any part of the Company’s business is spun off , ~~or~~ involved in any Merger, acquisition, or share exchange, any Member, who has abstained from voting in respect of such matter and expressed his dissent therefor, in writing or verbally (with a record) before or during the general meeting approving such spun off , ~~or~~ Merger, acquisition, or shares exchange, may request the Company to purchase all of his shares at the then prevailing fair price.
28.3 The Member filing a request under the Article 28.1 and Article 28.2 shall make it in writing within 20 days since the resolution of the general meeting was made, specify the price for buying back. If the Member and Company reach an agreement about the price of purchasing, the Company shall pay for the shares within 90 days since the resolution of the general meeting was made. In case no agreement is reached, the Company shall pay the fair price which it has recognized to the Member who asks for a higher price within 90 days since the resolution of the general meeting was made. If the Company did not pay, the Company shall be considered to be agreeable to the price requested by the Member in writing as prescribed above.
28.4 In case the Member filing a request under the Article 28.2, but no agreement is reached within 60 days since the resolution of the general meeting was made, the Company shall apply to the court for a ruling on the fair price against all the dissenting Members as the opposing party within 30 days after the 60-day period mentioned above. The Taiwan Taipei District Court may be the first court for this matter.

29. Shares that May Not be Voted

29.1 Shares held:

(a) by the Company itself;
(b) by any entity in which the Company owns, legally or beneficially, more than fifty per cent (50%) of its total issued and voting share or share capital; or
(c) by any entity in which the Company, together with (i) the holding company of the Company and/or (ii) any Subsidiary of (a) the holding company of the Company or (b) the Company owns, legally or beneficially, directly or indirectly, more than fifty per cent (50%) of its issued and voting share or share capital.

shall not carry any voting rights nor be counted in the total number of issued shares at any given time but only for so long as the circumstances as set out in sub-paragraphs (a) to (c) (as applicable) above continue.

29.2 A Member who has a personal interest in any motion discussed at a general meeting, which interest may be in conflict with and impair those of the Company, shall abstain from voting such Member’s shares in regard to such motion and such shares shall not be counted in determining the number of votes of the Members present at the said meeting. However, such shares may be counted in determining the number of shares of the Members present at such general meeting for the purposes of determining the quorum. The aforementioned Member shall also not vote on behalf of any other Member.
29.3 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, if the number of shares pledged by a Director at any time amounts to more than 50% of the total shares held by such Director at the time of his latest appointment, such pledged shares exceeding 50% of the total shares held by such Director at the time of his latest appointment, up to 50% of the total number of shares held by the Director at the time of his latest appointment, shall not carry any voting rights and such above-threshold shares shall not be counted in determining the number of votes of the Members present at a general meeting but shall be counted towards the quorum of the general meeting.

30. Voting by Joint Holders of Shares

In the case of joint holders, the joint holders should appoint among themselves one person to exercise the rights of a shareholder pursuant to the Applicable Public Company Rules. In case no agreement is reached among the joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

31. Representation of Corporate Member

31.1 A corporation or non-natural person which is a Member may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any

meeting of the Members and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation or such non-natural person which such person represents as that corporation or non-natural person could exercise if it were an individual Member, and that Member shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives.

31.2 Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation or non-natural person which is a Member.

32. Adjournment of General Meeting

The chairman of a general meeting may, with the consent of a majority in number of the Members present at any general meeting at which a quorum is present, and shall if so directed, adjourn the meeting. Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned and the meeting is adjourned for more than five (5) days, a notice stating the date, place and time for the resumption of the adjourned meeting shall be given to each Member entitled to attend and vote thereat in accordance with the provisions of the Articles.

33. Directors Attendance at General Meetings

The Directors of the Company shall be entitled to receive notice of, attend and be heard at any general meeting.

DIRECTORS AND OFFICERS

34. Number and Term of Office of Directors

34.1 The number of Directors shall be no less than seven (7) and no more than eleven (11). The term of office for each Director shall not exceed a period of three (3) years provided that in the event the expiration of the term of office of such Directors would otherwise leave the Company with no Directors, the term of office of such Directors shall be extended automatically to the date of the general meeting next following the expiration of such term, at which new Directors will be elected to assume office. Directors may be eligible for re-election. The Company may from time to time by Special Resolution increase or reduce the number of Directors, subject to the foregoing and the Applicable Law.
34.2 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, the number of Directors having a spousal relationship or familial relationship within the second degree of kinship with any other Directors shall be less than half of the total number of Directors.
34.3 In the event that the Company convenes a general meeting for the election of Directors and any of the Directors elected does not meet the requirements provided in Article 34.2 hereof, the non-qualifying Director(s) who was elected with the fewest number of votes shall be deemed not to have been elected, to the extent necessary to

meet the requirements provided for in Article 34.2 hereof. Any person who has already served as a Director but is in violation of the aforementioned requirements shall be automatically discharged from his office effective from such violation without any action required on behalf of the Company.

34.4 For so long as the shares traded on the ESM or listed on the TPEx or TSE, unless otherwise permitted under the Applicable Public Company Rules, there shall be at least three (3) Independent Directors. To the extent required by the Applicable Public Company Rules, at least one of the Independent Directors shall be domiciled in the ROC and at least one of them shall have accounting or financial expertise. Before the shares are traded on the ESM or listed on the TPEx or TSE, the Board may resolve that the Company shall hold an election of Independent Director(s) at the general meeting.
34.5 Prior to the shares being traded on the ESM or listed on the TPEx or TSE, the Directors (including Independent Directors) may be nominated by adopting the candidate nomination system specified in the Applicable Public Company Rules provided that the Directors (including Independent Directors) shall be nominated by adopting the candidate nomination system specified in the Applicable Public Company Rules for so long as the shares are traded on the ESM or listed on the TPEx or TSE.
34.6 Independent Directors shall have professional knowledge and shall maintain independence within the scope of their directorial duties, and shall not have any direct or indirect interests in the Company. The professional qualifications, restrictions on shareholdings and concurrent positions, and assessment of independence with respect to Independent Directors shall be consistent with the Applicable Public Company Rules.

35. Election of Directors

35.1 The Company may at a general meeting elect any person to be a Director, which vote shall be calculated in accordance with Article 35.2 below. Members present in person or by proxy, representing more than one-half of the total issued shares shall constitute a quorum for any general meeting to elect one or more Directors.
35.2 The Director(s) shall be elected by Members upon a poll vote by way of cumulative voting (the manner of voting described in this Article to be referred to as " Cumulative Voting ") in the following manner:

on an election of Directors, the numbers of votes attached to each voting share held by a Member shall be cumulative and correspond to the number of Directors nominated for appointment at the general meeting;

the Member(s) may vote all or part of their cumulated votes in respect of one or more Director candidates;

such number of Director candidates receiving the highest number of votes in the same category (namely, independent or non-independent) of Directors to be elected shall be appointed; and

where two or more Director candidates in the same category receive the same number of votes and as a result the total number of new Directors in such category intended to be appointed is exceeded, there shall be a draw by such Director candidates receiving the same number of votes to determine who shall be appointed; the chairman of the meeting shall draw for a Director nominated for appointment who is not present at the general meeting.

35.3 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, if the number of Independent Directors is less than three (3) persons due to the resignation or removal of such Independent Directors for any reason, the Company shall hold an election of Independent Directors at the next following general meeting. If all of the Independent Directors are resigned or removed, the Board shall hold, within sixty (60) days from the date of resignation or removal of last Independent Director, a general meeting to elect succeeding Independent Directors to fill the vacancies.
35.4 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, if the number of Directors is less than six (6) persons due to the vacancy of Director(s) for any reason, the Company shall call an election of Director(s) at the next following general meeting to fill the vacancies. When the number of vacancies in the Board of the Company equals to one third of the total number of Directors elected, the Board shall hold, within sixty (60) days from the date of the occurrence of vacancies, a general meeting to elect succeeding Directors to fill the vacancies.
35.5 Any corporation (or other legal entity) which is a Member shall be entitled to appoint such person or persons as its representative to be elected as a Director (the " Appointed Representative "). The election of an Appointed Representative as a Director is subject to the approval of Members in accordance with the provisions of this Article 35.
35.6 Where the Appointed Representative has been elected as a Director of the Company, the corporation (or other legal entity) which is a Member which has appointed the Appointed Representative to be elected as a Director, may at any time, serve notice on the Company giving notice to replace the Appointed Representative with another person. Such replacement of the Appointed Representative as a Director (the " Replacement ") shall take effect from the date specified in the notice or in the absence of such date, from the date on which the notice was served on the Company, and will not require any shareholders' approval. Accordingly, Articles 35.1, 35.2 and 35.5 do not apply in respect of the Replacement.

36. Removal of Directors

36.1 The Company may from time to time by Supermajority Resolution remove any Director from office. Where re-election of all Directors is effected by a general meeting prior to the expiration of the term of office of existing Directors, the term of office of all current Directors is deemed to have expired on the date of the re-election or any other date as otherwise resolved by the Members at the general meeting if the Members do not resolve that all current Directors will only retire at the expiration of their present term of office. Members present in person or by proxy, representing more than one-half of the total issued shares shall constitute a quorum for any general meeting to re-elect all Directors.

36.2 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, in case

a Director has, in the course of performing his duties, committed any act resulting in material damages to the Company or is in serious violation of applicable laws, regulations and/or the Articles, but has not been removed by a Supermajority Resolution, the Member(s) holding three per cent (3%) or more of the total number of issued shares of the Company may, within thirty (30) days after such general meeting, to the extent permissible under Applicable Law, institute a lawsuit to remove such Director. The Taiwan Taipei District Court, ROC, may be the court for this matter.

37. Vacation of Office of Director

37.1 The office of Director shall be vacated:

(a) if the Director is removed from office pursuant to the Articles;
(b) if the Director dies;
(c) if the Director is automatically discharged from his office in accordance with Article 34.3;
(d) if the Director resigns his office by notice in writing to the Company;
(e) if the Director is the subject of a court order for his removal in accordance with Article 36.2; or
(f) with immediate effect without any action required on behalf of the Company if
(i) the Director has been adjudicated bankrupt or adjudicated of the commencement of liquidation process by a court, and has not been reinstated to his rights and privileges;
(ii) an order is made by any competent court or official on the grounds that the Director has no legal capacity, or his legal capacity is restricted according to Applicable Law;
(iii) the Director has committed an offence as specified in the ROC statute of prevention of organizational crimes and subsequently has been adjudicated guilty by a final judgment, and has not started serving the sentence, has not completed serving the sentence, or the time elapsed since completion of serving the sentence, expiration of the probation, or pardon is less than five years;
(iv) the Director has committed an offence in terms of fraud, breach of trust or misappropriation and subsequently has been punished with imprisonment for a term of more than one year by a final judgment, and has not started serving the sentence, has not completed serving the sentence, or the time elapsed since completion of serving the sentence, expiration of the probation, or pardon is less than two years;
(v) the Director has been adjudicated guilty by a final judgment for misappropriating public funds during the time of his public service, and

has not started serving the sentence, has not completed serving the sentence, or the time elapsed since completion of serving the sentence, expiration of the probation, or pardon is less than two years;

(vi) the Director has been dishonored for use of credit instruments, and the term of such sanction has not expired yet.
(vii) the Director has been adjudicated of the commencement of assistantship and such assistantship having not been revoked yet.

In the event that any of the foregoing events specified in Article 37.1(f) has occurred in relation to a candidate for election of Director, such person shall be disqualified from being elected as a Director.

37.2 Except for the Independent Directors, in case a Director has, during the term of office as a Director, transferred more than one half of the Company's shares being held by him at the time he is elected, he shall, ipso facto, be removed automatically from the position of Director with immediate effect and no shareholders' approval shall be required.
37.3 Except for the Independent Directors, if any Director has, after having been elected as a Director and before his inauguration of the office of director, transferred more than one half of the Company's shares being held by him at the time of his election as a Director, then he shall immediately cease to be a Director and no shareholders' approval shall be required. If any Director has transferred more than one half of the Company's shares then being held by him within the share transfer prohibition period prior to a shareholders' meeting according to the Applicable Public Company Rules, then he shall immediately cease be a Director and no shareholders' approval shall be required.

38. Compensation of Directors

38.1 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, the Board shall, in accordance with the Applicable Public Company Rules, establish a Compensation Committee comprised of at least three members, one of whom shall be an Independent Director. The professional qualifications of the members of the Compensation Committee, the responsibilities, powers and other related matters of the Compensation Committee shall comply with the Applicable Public Company Rules. Upon the establishment of the Compensation Committee, the Board shall, by a resolution, adopt a charter for the Compensation Committee the provisions of which shall be consistent with the Applicable Public Company Rules. Before the shares are traded on the ESM or listed on the TPEx or TSE, the Board may resolve to establish a Compensation Committee.
38.2 The compensation referred in the preceding Article shall include the compensation, stock option and other incentive payments of Directors and managers of the Company.

38.3 The compensation of the Directors may be decided by the Board by reference to

recommendation made by the Compensation Committee, the standard generally adopted by other enterprises in the same industry, and shall be paid in cash only. The Directors may also be paid all travel, hotel and other expenses properly incurred by them in attending and returning from the meetings of the Board, any committee appointed by the Board, general meetings of the Company, or in connection with the business of the Company or their duties as Directors generally. A Director is also entitled to distribution of profits of the Company if permitted by the Law, the Applicable Public Company Rules, the service agreement or other similar contract that he/she has entered into with the Company.

39. Defect in Election of Director

Subject to Article 23.4 and the Applicable Law, all acts done in good faith by the Board or by a committee of the Board or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the election of any Director, or that they or any of them were disqualified, be as valid as if every such person had been duly elected and was qualified to be a Director.

40. Directors to Manage Business

The business of the Company shall be managed and conducted by the Board. In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by the Law or by the Articles, required to be exercised by the Company in general meeting subject, nevertheless, to the Articles, the provisions of the Law, and to such directions as may be prescribed by the Company in general meeting.

41. Powers of the Board of Directors

Without limiting the generality of Article 40 and subject to the Applicable Law, the Board may:

(a) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their compensation and determine their duties;
(b) exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(c) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;
(d) appoint a person to act as manager of the Company's day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;

(e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney. Such attorney may, if so authorised, execute any deed or instrument in any manner permitted by the Law;
(f) procure that the Company pays all expenses incurred in promoting and incorporating the Company;
(g) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board and every such committee shall conform to such directions as the Board shall impose on them. Subject to any directions or regulations made by the Directors for this purpose, the meetings and proceedings of any such committee shall be governed by the provisions of the Articles regulating the meetings and proceedings of the Board;
(h) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board sees fit;
(i) present any petition and make any application in connection with the liquidation or reorganisation of the Company;
(j) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(k) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any agreement, document or instrument on behalf of the Company.

42. Register of Directors and Officers

42.1 The Board shall cause to be kept in one or more books at the Registered Office a Register of Directors and Officers in accordance with the Law and shall enter therein the following particulars with respect to each Director and Officer:
(a) first name and surname; and
(b) address.
42.2 The Board shall, within the period of thirty days from the occurrence of:-
(a) any change among its Directors and Officers; or
(b) any change in the particulars contained in the Register of Directors and Officers,

cause to be entered on the Register of Directors and Officers the particulars of such change and the date on which such change occurred, and shall notify the Registrar of Companies in accordance with the Law.

43. Officers

The Officers shall consist of a Secretary and such additional Officers as the Board may determine all of whom shall be deemed to be Officers for the purposes of the Articles.

44. Appointment of Officers

The Secretary (and additional Officers, if any) shall be appointed by the Board from time to time.

45. Duties of Officers

The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time.

46. Compensation of Officers

The Officers shall receive such compensation as the Board may determine.

47. Conflicts of Interest

47.1 Any Director, or any Director's firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company and such Director or such Director's firm, partner or company shall be entitled to compensation as if such Director were not a Director; provided that this Article 47.1 shall not apply to Independent Directors.
47.2 Notwithstanding anything to the contrary contained in this Article 47, a Director who is directly or indirectly interested in any matter under discussion at a meeting of the Directors or a contract or proposed contract or arrangement with the Company shall declare the nature and the essential contents of such interest at the relevant meeting of the Directors as required by the Applicable Law.
47.3 Notwithstanding anything to the contrary contained in this Article 47, a Director who has a personal interest in the matter under discussion at a meeting of the Directors, which may conflict with and impair the interest of the Company, shall not vote nor exercise voting rights on behalf of another Director; the voting right of such Director who cannot vote or exercise any voting right as prescribed above shall not be counted

in the number of votes of Directors present at the board meeting.

47.4 Notwithstanding anything to the contrary contained in this Article 47, a Director who is engaged in anything on his own account or on behalf of another person, which is within the scope of the Company's business, shall explain to the Members in a general meeting the essential contents of such conduct and seek their approval by Supermajority Resolution.
47.5 Notwithstanding anything to the contrary contained in this Article 47, in the Merger, spin-off, or acquisition by the Company, a Director who has a personal interest in the transaction of Merger, spin-off, or acquisition shall explain to the Board and the general meeting the essential contents of such personal interest and the reasons of approval or dissent to the resolution of Merger, spin-off, or acquisition.

47. ~~65~~ Where the spouse, a blood relative within the second degree of kinship of a Director, or any company which has a controlling or subordinate relation with a Director, who has a person interest in the matter under discussion at a meeting of the Directors, which may conflict with and impair the interest of the Company, such Director shall be deemed to have a personal interest in the matter.

48. Indemnification and Exculpation of Directors and Officers

48.1 The Directors and Officers of the Company and any trustee for the time being acting in relation to any of the affairs of the Company and every former director, officer or trustee and their respective heirs, executors, administrators, and personal representatives (each of which persons being referred to in this Article as an "indemnified party") shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and no indemnified party shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud, dishonesty or breach of duties provided under Article 48.4 which may attach to any of the said persons.
48.2 The Company may purchase and maintain insurance for the benefit of any Director or Officer of the Company against any liability incurred by him in his capacity as a Director or Officer of the Company or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Director or Officer may be guilty in relation to the Company or any Subsidiary thereof.

48.3 To the extent permitted under the laws of the Cayman Islands, Members continuously holding one per cent (1%) or more of the total issued shares of the Company for six months or longer may:
(a) request in writing the Board to authorise any Independent Director of the Audit Committee to file a petition with the Taipei District Court, ROC for and on behalf of the Company against any of the Directors; or
(b) request in writing any Independent Director of the Audit Committee to file a petition for and on behalf of the Company against any of the Directors; the petition may be filed with the Taipei District Court, ROC as the court of the first instance; or

the Member(s) may, to the extent permitted under the laws of the Cayman Islands, file a petition with the Taipei District Court, ROC for and on behalf of the Company against the relevant Directors within thirty (30) days after such Member(s) having made the request under the preceding clause (a) or (b) if (i) in the case of clause (a), the Board fails to make such authorisation or the Independent Director of the Audit Committee having been authorised by the Board fails to file such petition, or (ii) in the case of clause (b), the Independent Director of the Audit Committee fails to file such petition.

48.4 Without prejudice and subject to the general directors’ duties that a Director owe to the Company and its shareholders under common law principals and the laws of the Cayman Islands, a Director shall perform his fiduciary duties of loyalty and due care of a good administrator in the course of conducting the Company’s business, and shall indemnify the Company, to the maximum extent legally permissible, from any loss incurred or suffered by the Company arising from breach of his fiduciary duties. If a Director has made any profit for the benefit of himself or any third party as a result of any breach of his fiduciary duties, the Company shall, if so resolved by the Members by way of an Ordinary Resolution, take all such actions and steps as may be appropriate and to the maximum extent legally permissible to seek to recover such profit from such relevant Director. If a Director has, in the course of conducting the Company’s business, violated any laws or regulations that causes the Company to become liable for any compensation or damages to any person, such Director shall become jointly and severally liable for such compensation or damages with the Company and if any reason such Director is not made jointly and severally liable with the Company, such Director shall indemnify the Company for any loss incurred or suffered by the Company caused by a breach of duties by such Director. The Officers, in the course of performing their duties to the Company, shall assume such duties and obligations to indemnify the Company in the same manner as if they are Directors.

MEETINGS OF THE BOARD OF DIRECTORS

49. Board Meetings

49.1 Board meetings shall be convened by the Chairman, and the Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit. To

the extent permitted under the laws of the Cayman Islands, the majority or more of the Directors may, by filing a written proposal setting forth therein the subjects for discussions and the reasons, request the Chairman to convene a Board meeting. If the Chairman fails to convene a board meeting within 15 days after the filing of the request under the preceding paragraph, the proposing Directors may convene a board meeting on their own.

49.2 For so long as the shares are traded on the ESM or listed on the TPEx or TSE, the Company shall hold regular meetings of the Board at least on a quarterly basis and such meetings shall be held in compliance with the Applicable Public Company Rules.
49.3 A resolution put to the vote at a meeting of the Board shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail.

50. Notice of Board Meetings

50.1 The Chairman may, and the Secretary on the requisition of the Chairman shall, at any time summon a meeting of the Board.
50.2 Before the shares are traded on the ESM or listed on the TPEx or TSE, at least three (3) days prior notice shall be given for any meeting of the Board provided that in the case of urgent circumstances, a meeting of the Board may be convened at any time. For so long as the shares are traded on the ESM or listed on the TPEx or TSE, to convene a meeting of the Board, a notice setting forth therein the matters to be considered and if appropriate, approved at the meeting shall be given to each Director no later than seven (7) days prior to the scheduled meeting date. However, in the case of urgent circumstances, the meeting may be convened at any time ~~w~~ ith the Applicable Public Company Rules. For the purposes of this Article, a notice may be sent via electronic means if so agreed to by the Directors.

51. Participation in Meetings

51.1 Each Director shall attend the meeting of the Board in person or appoint another Director to attend a meeting of the Board. In case a Director appoints another Director to attend a meeting of the Board, he/she shall, in each time, give a proxy instrument and specify the scope of appointment with reference to the subjects to be discussed at the meeting. A Director may accept the appointment to act as the proxy referred to in the preceding Paragraph of one other Director only.
51.2 Directors may participate in any meeting of the Board by means of video conference or other communication facilities, as permitted by the Applicable Law, where all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

52. Quorum at Board Meetings

The quorum for a meeting of the Board shall be more than one-half of the total number of the Directors.

53. Board to Continue in the Event of Vacancy

The Board may act notwithstanding any vacancy in its number.

54. Chairman to Preside

The Chairman, if there be one, shall act as chairman at all meetings of the Board at which such person is present. In his absence a chairman shall be appointed or elected in accordance with the Applicable Public Company Rules.

55. Validity of Prior Acts of the Board

No regulation or alteration to the Articles made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made.

CORPORATE RECORDS

56. Minutes

The Board shall cause minutes to be duly entered in books provided for the purpose:

(a) of all elections and appointments of Officers;
(b) of the names of the Directors present at each meeting of the Board and of any committee appointed by the Board; and
(c) of all resolutions and proceedings of general meetings of the Members, meetings of the Board, meetings of managers and meetings of committees appointed by the Board.

57. Register of Mortgages and Charges

57.1 The Directors shall cause to be kept the Register of Mortgages and Charges required by the Law.

57.2 The Register of Mortgages and Charges shall be open to inspection by Members and creditors in accordance with the Law, at the Registered Office on every business day in the Cayman Islands, subject to such reasonable restrictions as the Board may impose, so that not less than two (2) hours in each such business day be allowed for inspection.

58. Form and Use of Seal

58.1 The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors in that behalf; and, until otherwise determined by the Directors, the Seal shall be affixed in the presence of a Director or the Secretary or an assistant secretary or some other person authorised for this purpose by the Directors or the committee of Directors.
58.2 Notwithstanding the foregoing, the Seal may without further authority be affixed by way of authentication to any document required to be filed with the Registrar of Companies in the Cayman Islands, and may be so affixed by any Director, Secretary or assistant secretary of the Company or any other person or institution having authority to file the document as aforesaid.
58.3 The Company may have one or more duplicate Seals, as permitted by the Law; and, if the Directors think fit, a duplicate Seal may bear on its face of the name of the country, territory, district or place where it is to be issued.

TENDER OFFER AND ACCOUNTS

59. Tender Offer

For so long as the shares are traded on the ESM or listed on the TPEx or the TSE, any public announcement in connection with any tender offer of the Company's shares shall be in compliance with the Applicable Public Company Rules, including but not limited to "Regulations Governing Public Tender Offers for Securities of Public Companies."

60. Books of Account

60.1 The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:
(a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;
(b) all sales and purchases of goods by the Company; and

Such books of account shall be kept for at least five (5) years from the date they are prepared.

60.2 Such records of account shall be kept and proper books of account shall not be deemed to be kept with respect to the matters aforesaid if there are not kept, at such place as the Board thinks fit, such books as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions.
60.3 The instruments of proxy, documents, forms/statements and information in electronic media prepared in accordance with the Articles and relevant rules and regulations shall be kept for at least one (1) year. However, if a Member institutes a lawsuit with respect to such instruments of proxy, documents, forms/statements and/or information mentioned herein, they shall be kept until the conclusion of the litigation if longer than one (1) year.

61. Financial Year End

Unless the Directors otherwise specify, the financial year of the Company:

(a) shall end on 31st December in the year of its incorporation and each following year; and
(b) shall begin when it was incorporated and on 1st January each following year.

AUDIT COMMITTEE

62. Number of Committee Members

For so long as the shares are listed on the TPEx or TSE, the Board shall set up an Audit Committee. The Audit Committee shall comprise solely of Independent Directors and all Independent Directors shall be members of the Audit Committee. The number of committee members shall not be less than three (3). One 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 of the Audit Committee members shall have accounting or financial expertise. A valid resolution of the Audit Committee requires approval of one-half or more of all its members.

63. Powers of Audit Committee

63.1 The Audit Committee (if established) shall have the responsibilities and powers as specified under the Applicable Public Company Rules. Any of the following matters of the Company shall require the consent of one-half or more of all Audit Committee members and be submitted to the Board for resolution:

(a)adoption of or amendment to an internal control system;
(b)assessment of the effectiveness of the internal control system;
(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, extension of monetary loans to others, or endorsements or guarantees for others;
(d)any matter relating to the personal interest of the Directors;
(e)a material asset or derivatives transaction;
(f)a material monetary loan, endorsement, or provision of guarantee;
(g)the offering, issuance, or Private Placement of any equity-related securities;
(h)the hiring or dismissal of an attesting certified public accountant, or the compensation given thereto;
(i)the appointment or discharge of a financial, accounting, or internal auditing officer;
(j)approval of annual and semi-annual financial reports (if applicable under the Applicable Public Company Rules); and
(k)any other matter so determined by the Company from time to time or required by any competent authority overseeing the Company.

With the exception of item (j), any other matter that has not been approved with the consent of one-half or more of all Audit Committee members may be undertaken upon the consent of two-thirds or more of the members of the Board, and the resolution of the Audit Committee shall be recorded in the minutes of the Directors meeting.

63.2 Subject to the Applicable Law and to the extent permitted under the laws of the Cayman Islands, the Independent Directors of the Audit Committee shall supervise the execution of business operations of the Company, and may at any time or from time to time investigate the business and financial conditions of the Company, examine the accounting books and documents, and request the Board or officers to report on matters referred to above. Subject to the Applicable Law and to the extent permitted under the laws of the Cayman Islands, the Board may authorise any Independent Director of the Audit Committee to appoint on behalf of the Company, a

practicing lawyer and independent auditors to conduct the examination.

63.3 The Audit Committee shall audit the various financial statements and records prepared by the Board for submission to the general meeting, and shall report their findings and opinions at such meeting.
63.4 Subject to the Applicable Law and to the extent permitted under the laws of the Cayman Islands, for so long as the shares are traded on the ESM or listed on the TPEx or TSE, the Audit Committee shall review the fairness and reasonableness of the plan and transaction of the Merger, spin-off, or acquisition before any resolution of Merger, spin-off, or acquisition by the Board, and then to report the review results to the Board and the general meeting. If the resolution by the general meeting is required under the Law, to the general meeting.
63.5 When the Audit Committee reviews matters, it shall seek opinions from an independent expert on the justification of the share exchange ratio or distribution of cash or other assets. The review results of the Audit Committee and opinions of the independent experts shall be delivered to each Member together with the notice of the general meeting for the Merger, spin-off, or acquisition. If the resolution by the general meeting is not required under the Law, the Company shall report the review results of the Audit Committee and opinions of the independent experts on the recently general meeting. In case the Company announces the same content as the approved documents that shall send to Members on a website designated by the competent securities authority of R.O.C and those documents are prepared in the Company and at the venue of the general meeting, those documents shall be deemed as having been sent to Members.

VOLUNTARY DISSOLUTION AND WINDING-UP

64. Voluntary Dissolution and Winding-Up

64.1 The Company may be voluntarily wound-up in accordance with Article 12.4.
64.2 If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution, divide amongst the Members in specie or in 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 Members or different classes of Members subject to the Applicable Law. The liquidator may, with the like sanction, vest the whole or any part of such assets in the trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any liability.

CHANGES TO CONSTITUTION

65. Changes to Articles

Subject to the Law, Applicable Public Company Rules and to the conditions contained in its Memorandum, the Company may, by Special Resolution, alter or add to its Articles.

LITIGIOUS AND NON-LITIGIOUS AGENT

66. Appointment of Litigious and Non-Litigious Agent

For so long as the shares are traded on the ESM or listed on the TPEx or TSE, the Company shall appoint a Litigious and Non-Litigious Agent pursuant to the Applicable Law to act as the Company's responsible person in the ROC under the Securities and Exchange Law of the ROC to handle matters stipulated in the Securities and Exchange Law of the ROC and the relevant rules and regulations thereto. The Litigious and Non-Litigious Agent shall be an individual who has a residence or domicile in the ROC.

OTHERS

67. ROC Securities Laws and Regulations

For so long as the shares are traded on the ESM or listed on the TPEx or TSE, the qualifications, composition, appointment, removal, exercise of functions and other matters with respect to the Directors, Independent Directors, Compensation Committee and Audit Committee which are required to be followed by the Company shall comply with the applicable ROC securities laws and regulations.

68. When conducting business, the Company shall comply with the laws and regulations as well as business ethics and may take actions which will promote public interests in order to fulfill its social responsibilities.

Appendix 3

REGAL HOLDING CO., LTD.

Current Shareholding of All Directors

As of April 12[th] , 2022, the cut-off date of the shareholder’s meeting, the shareholding of the individual directors specified in the shareholders roster and their aggregate shareholdings are as following:

Title	Name	Date Elected	Shareholding owned when elected	Shareholding owned when elected	Shareholding owned Currently	Shareholding owned Currently
			shares	% (Note 1)	shares	% (Note 2)
Chairman	Solar Jewelers Group Corp. Representative`：` PHACHARAPON PHAIBOONSUNTORN	2020.06.17	13,760,000	35.83%	13,760,000	35.84%
Director	Hyperion Trading Co., Ltd. Representative`：` SARAYUTH MUNGCHITVITSAVAKORN	2020.06.17	1,463,682	3.81%	1,463,682	3.81%
Director	Orlog Global Co., Ltd. Representative`：` LIN,CHIU-I	2020.06.17	889,117	2.32%	889,117	2.32%
Director	Unique Global Investment Inc. Representative`：` LIN,CHIN-SAN	2020.06.17	398,000	1.04%	398,000	1.04%
Independent Director	LEE, TSUNG-PEI	2020.06.17	-	-	-	-
Independent Director	YEH, KUANG-CHOU	2020.06.17	-	-	-	-
Independent Director	GUAN, JYH-LIANG	2020.06.17	-	-	-	-
Shareholding of all Directors		Total	16,510,799	43%	16,510,799	43%

Note 1: The total amounts of issued shares as of April 19[th] , 2020 were 38,400,000 shares. Note 2: The total amounts of issued shares as of April 12[th] , 2022 are 38,396,032 shares. Note 3: The Article 26 of the Securities and Exchange Act is inapplicable to the Company.

Appendix 4

REGAL HOLDING CO., LTD.

The related information regarding proposals by the shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the Company

Subject to article 172-1 of the Company Act, shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of a company may propose to a company a proposal for discussion at a regular shareholders' meeting, provided that only one matter shall be allowed in each single proposal, and the number of words of a proposal to be submitted by a shareholder shall be limited to not more than three hundred (300) words. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the regular shareholders' meeting whereat his proposal is to be discussed and shall take part in the discussion of such proposal.
The period for shareholders to submit proposals to be discussed at the meeting this year is from April 6[th] , 2022 to April 18[th] , 2022. The proposals must be sent to the Company before 5 P.M., April 18[th] , 2022. The aforesaid information has been publicly announced on the Market Observation Post System.

3. None of the shareholders proposes to the Company during this year’s period for proposals.

AI assistant

RH — AGM Information 2022

52432_rns_2022-08-25_3c41cc25-4bad-4849-b8fc-2616cf6002d8.pdf

REGAL HOLDING CO., LTD.

Annual General Shareholders’ Meeting 2022

Meeting Handbook

PDF files of the Handbook is available at:

Table of Contents

Appendices

REGAL HOLDING CO., LTD

Agenda for 2022 Annual General Shareholders’ Meeting

Agenda ：

1. Call the Meeting to Order

2. Chairman Remarks

3. Report Items

4. Ratifications

5. Discussion Items

6. Extemporary Motions

7. Adjournment

Report Items

Proposal (1)

Proposal (2)

Proposal (3)

Descriptions ：

Proposal (4)

Ratifications

Descriptions ：

Descriptions ：

Resolutions ：

Discussion Items

Extemporary motions

Adjournment

REGAL HOLDING CO., LTD.

2021 Business Report

REGAL HOLDING CO., LTD.

Audit Committee’s Review Report

REGAL HOLDING CO., LTD.

「 Corporate Social Responsibility Code of Practice 」 Amendment Table

REGAL HOLDING CO., LTD.

REGAL HOLDING CO., LTD.

Corporate Social Responsibility Code of Practice

1. Purpose

2. Scope

3. Philosophy

4. The practice of corporate social responsibility is encouraged to comply with the below principles:

5. Compliance

6. Enactment of Corporate Governance Implementation

7. Development of Sustainable Environment

8. Upholding Social Benefits

9. Enhance The Disclosure of Corporate Social Responsibility Information And Execution

10. Implementations

COMPANIES LAW (REVISED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

Table A INTERPRETATION

SHARES

REGISTRATION OF SHARES

ORDINARY RESOLUTION, SPECIAL RESOLUTION AND SUPERMAJORITY RESOLUTION

DIRECTORS AND OFFICERS

CORPORATE RECORDS

TENDER OFFER AND ACCOUNTS

AUDIT COMMITTEE

VOLUNTARY DISSOLUTION AND WINDING-UP

DIVIDENDS AND CAPITALISATION

MEETINGS OF MEMBERS

MEETINGS OF THE BOARD OF DIRECTORS

CHANGES TO CONSTITUTION

Litigious and Non-Litigious Agent

OTHERS

THE COMPANIES LAW (REVISED)

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

REGAL HOLDING CO., LTD.

Table A

INTERPRETATION

1. Definitions

Company Rules or the Articles;

SHARES

2. Power to Issue Shares

RH AGM Information 2022

Agenda `：`

Descriptions `：`

Descriptions `：`

Descriptions `：`

Resolutions `：`

`「` Corporate Social Responsibility Code of Practice `」` Amendment Table