Stock code ： 4807

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REGAL HOLDING CO., LTD.

Annual General Shareholders’ Meeting 2024

Meeting Handbook

Time: May 30[th] , 2024 (Thursday) at 9 a.m.

Venue: GIS Taipei Tech Convention Center-Room 303 (3F, No.1, Sec.3, Zhongxiao E. Rd., Taipei City, Taiwan) Everlight Building, National Taipei University of Technology.

PDF files of the Handbook is available at:

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

PAGE

Meeting Agenda ................................................................................................................ 1 Report Items .................................................................................................................. 2-5 Ratifications ................................................................................................................... 6-7 Discussion Items ............................................................................................................... 8 Extemporary Motions ................................................................................................... 8 Adjournment ................................................................................................................... 8 Attachments 1. 2023 Operating Report ............................................................................................ 9-10 2. Audit Committee’s Review Report ............................................................................. 11 3. CPA Audit Report ................................................................................................. 12-15 4. 2023 Financial Report ......................................................................................... 16-19 5. 「Rules And Regulations of Shareholders Meetings」Amendment Table ......... 20-26 6.「Memorandum of Association」Amendment Table ........................................... 27-30 Appendices 1.「Rules And Regulations of Shareholders Meetings」(Before Revision) ............ 31-45 2.「Memorandum of Association」(Before Revision) .......................................... 46-94 3. Current Shareholding of All Directors ........................................................................ 95 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 ..... 96

REGAL HOLDING CO., LTD

Agenda for 2024 Annual General Shareholders’ Meeting

Time ： May 30[th] , 2024 (Thursday) at 9 a.m.

Venue ： GIS Taipei Tech Convention Center-Room 303 (3F, No.1, Sec.3,

Zhongxiao E. Rd., Taipei City, Taiwan) Everlight Building, National Taipei University of Technology.

Agenda ：

1. Call the Meeting to Order

2. Chairman Remarks

3. Report Items

(1) 2023 Operating Report
(2) Audit Committee's Review Report
(3) Report about 2023 Directors' Remuneration
(4) Report about 2023 Directors' and Employees' Compensation

4. Ratifications

(1) Acknowledgement of 2023 Business Report and Financial Report
(2) Acknowledgement of the Proposal of 2023 Earnings Distribution

5. Discussion Items

(1) Amendments to some provisions of the Company's "Rules And Regulations of Shareholders Meetings"
(2) Amendments to some provisions of the Company's "Memorandum of Association"

6. Extemporary Motions

7. Adjournment

Report Items

Proposal (1)

Subject `：` 2023 Operating Report

Descriptions `：`

Please refer to Attachment 1 (Page 9-10) for the Company’s 2023 Report of Operating Performance.
Please review.

Proposal (2)

Subject ： Audit Committee's Review Report

Descriptions ：

Please refer to Attachment 2 (Page 11) for Audit Committee’s Report.
Please review.

Proposal (3)

Subject ： Report about 2023 Directors' Remuneration

Descriptions `：`

Subject to the Article 10.1 of the "Code of Corporate Governance Practices", it is appropriate for the Company to report on the remuneration received by the Board directors at the Annual General Shareholders' Meeting, including the policy, the content and amount of individual remuneration, and its relevance to the results of performance evaluation.
Subject to the Article 38.3 of the Company’s Memorandum of Association, the directors' remuneration may be determined by the Board of Directors and take the recommendations of the Remuneration Committee and other industry benchmarks into account, and may be paid in cash only. The Company may also pay travel, lodging and other expenses properly incurred by the directors in traveling to and from the Board of Directors, committees of the Board of Directors, Shareholders' meetings of the Company or otherwise in connection with the business of the Company or in connection with the ordinary duties of the directors.
The Company has established a procedure for directors' remuneration, whereby members of the Board of Directors are evaluated on the basis of their performance as measured by the "Board of Directors' Performance Evaluation Method", which is evaluated and reviewed by the Remuneration Committee and the Board of Directors during the

Board of Directors meeting. In addition to making reference to the individual's achievement rate and contribution to the Company, the Company's overall operating performance, the future risks and development trend of the industry are also taken into account, and reviews the remuneration system from time to time in light of the actual operating conditions and relevant laws and regulations. The Company also consider the current trend of corporate governance and offer reasonable remuneration in order to strike a balance between the Company's sustainable operation and risk control.

4. Remunerations of Directors

December 31, 2023 Unit: NT$000

Title	Name			Compensation of Directors	Compensation of Directors	Compensation of Directors	Compensation of Directors	Compensation of Directors	Compensation of Directors	Total amount of A, B, C and D and their proportion to the net income (%)	Total amount of A, B, C and D and their proportion to the net income (%)	Relevant remunera	Relevant remunera	Relevant remunera	Relevant remunera	tion as an employee	tion as an employee	tion as an employee	tion as an employee	Total amount of A, B, C, D, E, F and G and their proportion to the net income (%)	Total amount of A, B, C, D, E, F and G and their proportion to the net income (%)	Is there any remuneration from other invested businesses apart from subsidiaries?
		Remunerations (A)		Retirement allowance (B)		Remuneration from distribution(C)		Business execution expenses (D)				Salary, bonus, and special (E)		Retirement allowance (F)		Employees’ Profit-Sharing Bonus (G)
		The Company	All consolidated companies	The Company	All consolidated companies	The Company	All consolidated companies	The Company	All consolidated companies	The Company	All consolidated companies	The Company	All consolidated companies	The Company	All consolidated companies	The Company		All consolidated companies		The Company	All consolidated companies
																Cash	Stock	Cash	Stock
Director	Solar Jewelers Group Corp.	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	N/A
	Representative: PHACHARAPON PHAIBOONSUNTORN	0	0	0	0	0	0	0	0	0	0	2,200	5,765	0	478	87	0	87	0	2,287	6,330	N/A
																				1.18%	3.28%
Director	Hyperion Trading Co., Ltd.	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	N/A
	Representative: SARAYUTH MUNGCHITVITSAVAKORN	0	0	0	0	0	0	0	0	0	0	1,758	4,360	0	300	87	0	87	0	1,845	4,747	N/A
																				0.95%	2.46%
Director	Orlog Global Co., Ltd.	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	N/A
	Representative: LIN, CHIU-I	600	600	0	0	0	0	40	40	640	640	425	1,592	0	0	0	0	0	0	1,065	2,232	N/A
				0	0	0	0			0.33%	0.33%									0.55%	1.15%
Director	Unique Global Investment Inc	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	N/A
	Representative: LIN, CHIN-SAN	600	600	0	0	0	0	40	40	640	640	0	0	0	0	0	0	0	0	640	640	N/A
										0.33%	0.33%									0.33%	0.33%
Independent Director	GUAN, JYH-LIANG	600	600	0	0	0	0	40	40	640	640	0	0	0	0	0	0	0	0	640	640	N/A
										0.33%	0.33%									0.33%	0.33%
Independent Director	LEE, TSUNG-PEI	600	600	0	0	0	0	40	40	640	640	0	0	0	0	0	0	0	0	640	640	N/A
										0.33%	0.33%									0.33%	0.33%
Independent Director	YEH, KUANG-CHOU(NOTE 3)	250	250	0	0	0	0	20	20	270	270	0	0	0	0	0	0	0	0	270	270	N/A
										0.14%	0.14%									0.14%	0.14%
Independent Director	LIN, CHUNG-CHING(NOTE 4)	350	350	0	0	0	0	30	30	380	380	0	0	0	0	0	0	0	0	380	380	N/A
										0.20%	0.20%									0.20%	0.20%

NOTE 1: Please state the policy, system, standard and structure of the remuneration payment for independent directors, and state the relevance to the amount of remuneration based on the responsibilities, risks, time and other factors: Please refer to P28 of the Annual Report.

NOTE 2: Except as disclosed in the above table, the remuneration received by the directors of the company for providing services to all companies in the financial report (such as serving as a consultant for non-employees, etc.) in the most recent year: None.

NOTE 3:After the election of directors and independent directors on May 26, 2023, dismissal occurred.

NOTE 4:After the election of directors and independent directors on May 26, 2023, they assumed office.

5. Please review.

Proposal (4)

Subject ： Report about 2023 Directors' and Employees' Compensation

Descriptions ：

Subject to the Article 14.4 of the Company’s Memorandum 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 loss for 2023 as audited by certified public accountant ("CPA") is NT$214,738,830, and the Company is not going to distribute directors' and employees' compensation.

Ratifications

Proposal (1) 【 Proposed by the Board of Directors 】

Subject ： Acknowledgement of 2023 Business Report and Financial Report Descriptions ：

The Company’s 2023 consolidated financial statements were audited by CPA Mrs. CHANG, CHUN-YI and Mrs. CHAO, MIN-JU of KPMG.
Please refer to the Attachment 1 (Page 9-10), Attachment 3 (Page 12-15) and the Attachment 4 (Page 16-19) 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 ： Acknowledgement of the Proposal of 2023 Earnings Distribution

Descriptions ：

The Company's net loss after tax in 2023 is NTD 158,143,608, and the undistributed surplus are listed in the following table:

1. The Company's net loss after tax in 2023 is NTD 158,143,608, and the undistributed surplus are listed in the following table:	1. The Company's net loss after tax in 2023 is NTD 158,143,608, and the undistributed surplus are listed in the following table:
Unit`：`NTD $
Items	Amount
Beginningretained earnings	13,058,342
plus`：`Special surplus reserve set aside from “reversed equitydeduction”(Note 1)	0
deduction`：`Net loss after tax of 2023	(158,143,608)
deduction`：`Actuarial gain or loss on defined benefit plans of 2023	(5,544,700)
Earnings distributable for 2023	(150,629,966)
Undistributed surplus at the end ofperiod	(150,629,966)
Note 1`：`The special surplus reserve is stipulated by Financial Supervisory Commission on April 6th, 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 reversedportion of the special reserve could be distributed as dividends.
Chairman General Manager Account Officer

The Company does not distribute dividends this year.
Please proceed to the ratification.

Resolutions ：

Discussion Items

Proposal (1) 【 Proposed by the Board of Directors 】 Subject ： Amendments to some provisions of the Company's "Rules And Regulations of Shareholders Meetings"

Descriptions `：`

Handle in accordance with Letter No. 1120385664 issued by the

Financial Supervisory Commission.

In order to obey with regulations, it is proposed to amend some provisions of the Company's "Rules And Regulations of Shareholders Meetings". Please refer to the Attachment 5 (Page 20-26) for the comparison table.
Please proceed to the discussion.

Resolutions `：`

Proposal (2) 【 Proposed by the Board of Directors 】 Subject ： Amendments to some provisions of the Company's "Memorandum of Association"

Descriptions `：`

Handle in accordance with Letter No. 1120385664 issued by the Financial Supervisory Commission.
In order to obey with regulations, it is proposed to amend the Company's "Memorandum of Association". Please refer to the Attachment 6 (Page 27-30) for the comparison table.
Please proceed to the discussion.

Resolutions ：

Extemporary Motions

Adjournment

Attachment 1

REGAL HOLDING CO., LTD. 2023 Operating Report

While the impact of the new coronavirus epidemic has fully receded in 2023, the global jewelry market remains challenged by the lingering effects of high inflation. With major international central banks starting a cycle of interest rate hikes to combat inflation, interest rates continue to rise and consumers reduce non-essential spending due to anticipation. As a result of lower end-demand, customers have reduced orders, resulting in a loss for Regal Holdings this year, for which we apologize to our employees and shareholders. In response, Regal Holdings has adjusted our factory capacity and organization manpower since the middle of the year, reviewed and set up business strategies and action plans for each customer, continued to develop new customers, and actively expanded the sales of accessories and Karat gold products. Looking forward to 2024, although there are still many uncertainties in the global market, we believe that the bottom has already passed, and the Company and the management team will provide higher quality products to consumers around the world in a more stable condition.

The consolidated operating income of Regal Holdings for 2023 was NTD 1,148,730 thousand, a year-on-year decrease of 30.42%. The consolidated net loss after tax was NTD 162,920 thousand, and the earnings per share was NTD -4.12. From the perspective of the jewelry manufacturing income portfolio, metalworking revenue decreased by approximately 34% annually, and the gross margin of metalworking decreased to 2.82% in 2023 from 21.06% in the previous year, which was mainly attributable to decrease in orders from customers in response to the industry trend, and the increase in the unit cost of the products. The revenue of plating decreased by approximately 44% annually and the gross margin decreased to 2.13% from 14.85% in the previous year, which was mainly attributable to the decrease in orders and the continuous increase in precious metal prices during the year.

In order to effectively reduce costs and expenses, Regal Holdings not only continues to strengthen the adjustment mechanism between monthly orders and allocation of production line manpower, but also continuously upgrades the Group's software and hardware to enhance department efficiency, and appropriately adjusts the total number of staff in consideration of the current situation and future prospects of the industry. In the face of our major customers' strategy of increasing in-house production capacity and outsourcing products of difficult process, we have not only continued to streamline our

production processes and reduce non-essential steps, but also continued to expand new customers and new product categories. In addition, in order to cope with the risk of international exchange rates, we continue to adopt a conservative hedging strategy to dynamically adjust the most optimal position for risk control, with the aim to minimize the uncertainty of financial costs on profitability.

Looking ahead to 2024, although there are still uncertainties in the international market, such as the possible cooling of major economies in Europe and the United States, the tightening of credit conditions and the suspected deflation in China, we have gradually integrated internal and external resources, and are actively in exploring various opportunities to achieve further success. On behalf of the Board of Directors and the management team, I would like to thank all shareholders of Regal Holdings for the trust in the face of many challenges and severe circumstances. In 2024, we will continue to lead the Company and do our best to create more growth opportunities for the Company and the customers, and we look forward to the continued support and encouragement of our shareholders, thank you.

Chairman

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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 2023 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.

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Chairman of the Audit Committee: GUAN, JYH-LIANG

February 26[th] , 2024

Description of key audit matter:

The inventory of the Group comprises gems, jewelry and raw materials. Since fashion and trends keep changing rapidly and constantly, inventories might become out of date and difficult to meet market demand resulting in the risk that net realizable value of inventories is likely to be lower than costs.

The inventories are measured and recognized subsequently by the Group's management based on both internal and external evidence. Therefore, the subsequent measurement of inventories is considered the key audit matter in our audit.

How the matter was addressed in our audit:

Our audit procedures included:

Assessing the reasonableness of accounting policies for subsequent measurement of inventories; obtaining aging analysis of inventories and analyzing changes in inventory age categories to verify the appropriateness of the changes, selecting samples to examine verify the accuracy of inventory aging ; obtaining details of subsequent measurement of inventories and understanding the reasonableness of selling prices adopted; verifying net realizable value of inventories by vouching the source documents of samples and determining whether related subsequent measurement of inventories has been appropriately disclosed.

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

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

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

Those charged with governance (including the Audit Committee) are responsible for overseeing the Group's financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may

reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the six months ended June 30, 2022 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors' report are Chun-I Chang and Min-Ju Chao.

KPMG

Taipei, Taiwan (Republic of China) February 26, 2024

REGAL HOLDING CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2023 and 2022

(expressed in thousands of New Taiwan Dollars, except earnings per share)

2023	％ 100 96	2022
Amount $ 1,148,730 1,105,640		Amount 1,650,906 1,328,911
43,090	4	321,995
68,559 131,673 66,425 (460)	6 11 6 -	56,860 153,276 58,529 415
266,197	23	269,080
(223,107)	(19)	52,915
5,660 6,648 3,814 (7,754)	- - - -	1,393 11,718 15,649 (5,690)
8,368	-	23,070
(214,739) (51,819)	(19) (5)	75,985 32,426
(162,920)	(14)	43,559
(5,654) - -	- - -	1,268 (294) -
(5,654)	-	974
10,114 -	- -	78,963 -
4,460	-	79,937
$ (158,460)	(14)	123,496
$ (158,144) (4,776)	(14) -	32,529 11,030
$ (162,920)	(14)	43,559
$ (154,429) (4,031)	(14) -	103,680 19,816
$ (158,460)	(14)	123,496
$ (4.12)
$ (4.12)

REGAL HOLDING CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2023 and 2022

(expressed in thousands of New Taiwan Dollars)

Equity attributable to owners of the Company

Common stock	Capital surplus	Legal reserve	Retained earnings Special reserve Unappropriate d retained earnings (accumulated deficits) - 133,870 - (12,695) 121,175 (121,175) - - - 32,529 - 1,179	Retained earnings Special reserve Unappropriate d retained earnings (accumulated deficits) - 133,870 - (12,695) 121,175 (121,175) - - - 32,529 - 1,179	Total retained earnings		Other equity		Total equity attributable to owners of the Company	Non- controlling interests
						Exchange differences on translation of foreign financial statements	Unrealized losses on financial assets measured at fair value through other comprehensive income	total
$ 383,893 - - - - -	439,099 - - (63,727) - -	70,774 12,695 - - - -	- - 121,175 - - -	133,870 (12,695) (121,175) - 32,529 1,179	204,644 - - - 32,529 1,179	(116,635) - - - - 70,266	(11,906) - - - - (294)	(128,541) - - - - 69,972	899,095 - - (63,727) 32,529 71,151	115,469 - - - 11,030 8,786
-	-	-	-	33,708	33,708	70,266	(294)	69,972	103,680	19,816
67 - -	127 - -	- - -	- - -	- - -	- - -	- - -	- - -	- - -	194 - -	- 990 (35,049)
383,960 - - - -	375,499 - - - -	83,469 3,371 - - -	121,175 - - - -	33,708 (3,371) (17,278) (158,144) (5,545)	238,352 - (17,278) (158,144) (5,545)	(46,369) - - - 9,260	(12,200) - - - -	(58,569) - - - 9,260	939,242 - (17,278) (158,144) 3,715	101,226 - - (4,776) 745
-	-	-	-	(163,689)	(163,689)	9,260	-	9,260	(154,429)	(4,031)
- -	- -	- -	- -	- -	- -	- -	- -	- -	- -	43 (15,464)
$ 383,960	375,499	86,840	121,175	(150,630)	57,385	(37,109)	(12,200)	(49,309)	767,535	81,774

REGAL HOLDING CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2023 and 2022

(expressed in thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities: Profit (loss) before tax Adjustments: Adjustments to reconcile profit (losses): Depreciation expenses Amortization expenses Expected credit losses (gains) Net loss on financial assets or liabilities at fair value through profit or loss Interest expenses Interest income Gains on disposal of property, plant and equipment Losses on disposal of intangible assets Gains (losses) on disposal of investments Unrealized foreign exchange gains (losses) Loss on bond redemption Expense arising from derecognition of intangible assets Gain on lease modification Expense arising from derecognition of property, plant and equipment Total adjustments to reconcile profit Changes in operating assets and liabilities: Trade receivables Other receivables Inventories Other current assets Total changes in operating assets Notes payables Trade payables Other payables Other current liabilities Net defined benefit liabilities Net change in liabilities related to operating activities Total net changes in assets and liabilities related to operating activities Total adjustments Cash inflows generated from (used in) operations Interest received Interest paid Income taxes paid Net cash flows from operating activities Cash flows from (used in) investing activities: Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Increase in other financial assets－non-current Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase in short term loans Decrease in short-term loans Proceeds from long- term borrowings Repayments of long- term borrowings Repay long-term loans Increase (decrease) in guarantee deposits received Payments of lease liabilities Cash dividends paid Changes in non-controlling interests Cash dividends paid to non-controlling interests Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of period Cash and cash equivalents at the end of period	2023 $ (214,739) 62,973 3,091 (460) - 7,754 (5,660) (162) 191 1,406 175 - 376 (6) 137	2022 75,985 57,831 2,867 415 1,923 5,690 (1,393) (202) 29 (101) 2,036 2,052 - (17) -
	69,815	71,130
	154,076 (7) (64,884) (1,372)	154,396 (935) 43,678 (10,944)
	87,813	186,195
	24 (4,003) (14,092) (2,526) (993)	(81) 1,227 (18,129) (321) (332)
	(21,590)	(17,636)
	66,223	168,559
	136,038	239,689
	(78,701) 5,952 (6,067) (8,729)	315,674 1,101 (591) (72,906)
	(87,545)	243,278
	(68,086) 852 (10,604) (337)	(95,172) 727 (2,823) (675)
	(78,175)	(97,943)
	45,025 - (88,700) 12,501 (946) (169) (963) (17,278) 43 (15,464)	188,210 (44,264) (162,614) - - 1,013 (884) (63,727) 990 (35,049)
	(65,951)	(116,325)
	7,231 (224,440) 363,858	64,565 93,575 270,283
	$ 139,418	363,858

Attachment 5

REGAL HOLDING CO., LTD.

「 Rules And Regulations of Shareholders Meetings 」 Amendment Table

Revised Version (8.0)	Existing Version (7.0)	Remarks
2.1Convene a virtual shareholders meeting, and matters that should be included in the convening notice : In the event that the Company holds a virtual shareholders meeting, the following matters should be included in the shareholders meeting convening notice : (1) & (2) skipped (3) To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholder meeting online shall be specified. Except for the circumstances stipulated in Article 44-9, Paragraph 6 of the"Regulations of Stock Handling Affairs For Public Listed Companies", shareholders should at least be provided with connection equipment and necessary assistance, as well as the duration for shareholders to apply and other related matters.	2.1Convene a virtual shareholders meeting, and matters that should be included in the convening notice : In the event that the Company holds a virtual shareholders meeting, the following matters should be included in the shareholders meeting convening notice : (1) & (2) skipped (3) To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholder meeting online shall be specified`.`	1) Considering the convening of the shareholders' meeting by means of video conference where shareholders can only participate by video conference, and hence in order to provide appropriate alternative measures for shareholders with difficulties participating the meeting by video, and to assist them in using connected devices to participate in the shareholders' meeting, the following is provided for in paragraph (3) stipulating that when a company convenes a video shareholders' meeting, it should at least provide the connection equipment and venue for shareholders to participate in the

meeting and
appoint relevant
personnel onsite to
provide necessary
assistance to
shareholders, and it
should be stated in
the notice of the
shareholders'
meeting the exact
period where
shareholders are
eligible for
assistance
application and the
meeting notice
should also include
other pertaining
matters that should
be paying attention
to.
2. Also consider that if
the provisions of
Article 44-9,
Paragraph 6 of the
Regulations of
Stock Handling
Affairs For Public
Listed Companies
occurs, due to
natural disasters,
accidents or other
force majeure
circumstances, the
Ministry of
Economic Affairs
announces that the
company shall,
within a certain
period of time,
without the

provisions specified in the articles of association, Under special circumstances when a shareholders' meeting can be convened by video conference, relevant necessary supporting measures must be provided depending on the situation at that time. An additional document is added to paragraph (3) to specify that if the situation specified in Article 44-9, Paragraph 6 occurs, the latter paragraph of paragraph (3) does not need to apply. As a result of 7.The Chair and Its Proxy 7.The Chair and Its Proxy convening (1) The Shareholders Meeting of (1) The Shareholders Meeting the Company shall be of the Company shall be shareholders meeting virtually and thus convened by the Board of convened by the Board of there will be no Directors except stated Directors except stated physical meeting otherwise by laws. When a otherwise by laws. In the except only by video company convenes a video event that the shareholders’ conference with conference of shareholders, meeting is convened by the inherent limitations on unless otherwise specified in Board, it shall then be shareholders' rights the stock affairs management chaired by the chairperson of and interests. standards of a company that the Board. When the In order to protect the publicly issues shares, it chairperson of the Board is rights and interests of should be stated in the on leave or for any reason

articles of association and unable to exercise the shareholders, a provision has been approved by the board of powers of the chairperson, added to the middle directors. And the resolution the vice chairperson shall act to convene shareholders in place of the chairperson; paragraph of item (1) to clearly stipulate that meeting by if there is no vice if a company holds Should be approved by more chairperson or the vice any virtual than half of the directors chairperson also is on leave shareholders' meeting with the attendance of more or for any reason unable to through video than two thirds of directors. exercise the powers of the conference, and unless In the event that the vice chairperson, the otherwise stipulated in shareholders’ meeting is chairperson shall appoint the Regulations of convened by the Board, it one of the managing Stock Handling For shall then be chaired by the directors to act as chair, or, Public Listed chairperson of the Board. if there are no managing Companies, and shall When the chairperson of the directors, one of the be stated in the Board is on leave or for any directors shall be appointed Memorandum of reason unable to exercise the to act as chair. Where the Association and powers of the chairperson, chairperson does not make approved by the board the vice chairperson shall act such a designation, the of directors. in place of the chairperson; if managing directors or the The video conference there is no vice chairperson directors shall select from of shareholders held or the vice chairperson also among themselves one by the company shall is on leave or for any reason person to serve as chair. be approved by more unable to exercise the than half the board of powers of the vice directors with the chairperson, the chairperson attendance of more shall appoint one of the than two-thirds of the managing directors to act as board (i.e. similar to chair, or, if there are no how a special resolution is managing directors, one of the directors shall be executed). appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair. (2) to (10) skipped (2) to (10) skipped 22. Handling of Digital Divide 22. Handling of Digital Divide Reason of amendment

	When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternative measures to shareholders with difficulties to attend. Except for the circumstances stipulated in Article 44-9, Paragraph 6 of the "Regulations of Stock Handling Affairs For Public Listed Companies", shareholders should at least be provided with connection equipment and necessary assistance, as well as the duration for shareholders to apply and other related matters.	When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternative measures to shareholders with difficulties to attend.	is following Clause 2.1.

REGAL HOLDING CO., LTD.

`「` Rules And Regulations of Shareholders Meetings `」` Amendment Table

Revised Version (9.0)	Existing Version (8.0)	Remark
7.The Chair and Its Proxy (1) To (4) skipped (5)The Company shall prepare electronic versions of the Shareholders Meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular Shareholders Meeting or before 15 days before the date of a special Shareholders Meeting. The Company shall prepare electronic versions of the Shareholders Meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular Shareholders Meeting or before 15 days before the date of the special Shareholders Meeting, but when the Company's paid-in capital amounted to NT$2 billion or more at the end of the most recent financial year, or if the Company held a general meeting of shareholders in the most recent fiscal year, and the total shareholding ratio of foreign capital and mainland	7.The Chair and Its Proxy (1) To (4) skipped (5) The Company shall prepare electronic versions of the Shareholders Meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular Shareholders Meeting or before 15 days before the date of a special Shareholders Meeting. The Company shall prepare electronic versions of the Shareholders Meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular Shareholders Meeting or before 15 days before the date of the special Shareholders Meeting, but when the Company's paid-in capital amounted to NT$10 billion or more at the end of the most recent financial year, or if the Company held a general meeting of shareholders in the most recent fiscal year, and the total	In order to help investors know the content of the resolutions of the regular shareholders' meetings of listed companies as early as possible, and encourage shareholders to participate in the shareholders' meetings to exercise their rights, a step-by-step approach is adopted to expand the scope of application of listed companies that should disclose the agenda manual and other relevant information 30 days before the regular shareholders' meeting, amend item (5) to stipulate that if the paid-in capital of a listed OTC company exceeds NT$2 billion or the total shareholding ratio of foreign capital and mainland capital exceeds 30%, then it must submit the electronic files of shareholders' meeting manual and supporting information to the

capital recorded in the shareholder register is more than 30%, the transmission of the electronic file shall be completed 30 days before the regular meeting of shareholders. In addition, before 15 days before the date of the Shareholders Meeting, the Company shall also have prepared the Shareholders Meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. No Changes to the rest of this Article	shareholding ratio of foreign capital and mainland capital recorded in the shareholder register is more than 30%, the transmission of the electronic file shall be completed 30 days before the regular meeting of shareholders. In addition, before 15 days before the date of the Shareholders Meeting, the Company shall also have prepared the Shareholders Meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time.The meeting agenda and supplemental materials shall also be displayed at the Company’s premise and at its designated professional shareholder services agent. No Changes to the rest of this Article	information reporting website designated by the Financial Supervisory Commission 30 days before the regular shareholders' meeting.

REGAL HOLDING CO., LTD.

Attachment 6

`「` Memorandum of Association `」` Amendment Table

Proposed (Fifth Amendment) Existing (Fourth Amendment)

1.Definitions

(xix) Act

(xix) Law

The Companies Act (as amended) of the Cayman Islands and every modification, reenactment or revision thereof for the time being in force;

The Companies Law (as amended) of the Cayman Islands and every modification, reenactment or revision thereof for the time being in force;

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 Act (Revised) of the Cayman Islands) in the Cayman Islands for thirty day deposits in the same currency.

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.

Description

In conjunction with the Cayman Islands changing Company Law, from Companies Law to Companies Act in 2021, this article defines the English terms.

1.1 In these Seventh Amended 1.1 In these Sixth Amended and Cayman Corporation and Restated Articles, the Restated Articles, the following Law changes “Articles of following words and words and expressions shall, Association” to expressions shall, where not where not inconsistent with the “Memorandum of inconsistent with the context, context, have the following Association, and in have the following meanings, meanings, respectively : compliance with Article respectively : 26-3, Item 7 of the Securities and Exchange Act, if there are less than five directors who are dismissed for any reason, the company should hold

				a by-election at the latest shareholders meeting. However, if the vacancy of directors reaches one-third of the number of seats specified in the articles of association, the company shall convene an extraordinary meeting of shareholders to elect by-elections within 60 days from the date of occurrence of the fact, and amend the articles of association for the seventh time.
	Memorandumof Association		Articlesof Association	The Cayman Corporation Law changed “Articles of Association” to “Memorandum of Association” and revised pages 1 and 2 of this Article.
	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		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	In order to help investors know the contents of the resolutions of the regular shareholders' meetings of listed companies as early as possible, and encourage shareholders to participate in the shareholders' meetings to exercise their rights, a step-by-step approach is adopted to expand the scope of application of listed companies that should disclose the proceedings manual and other relevant

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. However, in the event that a TWSE or TPEx listed company’s fully paid-up capital is equivalent to NT$ 2 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

accordance with Applicable information 30 days Public Company Rules. If before the regular the voting power of a shareholders' meeting, Member at a general meeting amend Article 20.5 of shall be exercised by way of the first Article of a written ballot, the Company Association, it is shall also send the written regulated that listed OTC document for the Member to companies have paid-in exercise his voting power capital of more than together with the above NT$2 billion or the total mentioned materials in shareholding ratio of accordance with Article 20.2. foreign capital and The Directors shall prepare a mainland capital exceeds meeting handbook of the 30%. Electronic files of relevant general meeting and the shareholders' meeting supplemental materials, manual and meeting which will be made available supplementary to all Members and shall be information should be transmitted to the Market sent to the information Observation Post System in reporting website accordance with the designated by the Applicable Public Company Financial Supervisory Rules twenty-one (21) days Commission thirty days prior to the annual general before the regular meetings or, in the case of shareholders' meeting. extraordinary general meetings, fifteen (15) days prior to such meeting. However, in the event that a TWSE or TPEx listed company’s fully paid-up capital is equivalent to NT$ 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

held annual general meeting most recent financial year, during its most recent then such Company shall financial year, then such upload the aforementioned Company shall upload the electronic files by 30 days aforementioned electronic prior to annual general files by 30 days prior to meeting. annual general meeting. 35.4 For so long as the shares are 35.4 For so long as the shares are In compliance with traded on the ESM or listed traded on the ESM or listed on Article 26-3, Item 7 of on the TPEx or TSE, if the the TPEx or TSE, if the the Securities and number of Directors is less number of Directors is less Exchange Law, Article than five (5) persons due to than six (6) persons due to the 35.4 of these Articles is the vacancy of Director(s) for vacancy of Director(s) for any revised. any reason, the Company reason, the Company shall call shall call an election of an election of Director(s) at Director(s) at the next the next following general following general meeting to meeting to fill the vacancies. fill the vacancies. When the When the number of number of vacancies in the vacancies in the Board of the Board of the Company equals Company equals to one third to one third of the total of the total number of number of Directors elected, Directors elected, the Board the Board shall hold, within shall hold, within sixty (60) sixty (60) days from the date days from the date of the of the occurrence of occurrence of vacancies, a vacancies, a general meeting general meeting to elect to elect succeeding Directors succeeding Directors to fill the to fill the vacancies. vacancies.

REGAL HOLDING CO., LTD. Appendix 1

`「` Rules And Regulations of Shareholders Meetings `」` (Before Revision)

1. References

The rules and procedures for the Company's Shareholders Meeting, except otherwise stated by law or the Articles of Association, shall comply with such Rules.

2. Preparation Of Documents Such As The Attendance Book

(1) The Company shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.
(2) The time during which shareholder attendance registrations will be accepted, as stated in the preceding clause, shall be at least 30 minutes prior to the time the meeting commences. The place for attendance registrations shall be clearly marked and sufficient number of suitable personnel should be assigned to handle the registrations; for virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
(3) Shareholders shall attend Shareholders Meeting based on attendance cards, sign-in cards, or other certificates of attendance, and the Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
(4) The Company shall furnish shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
(5) The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
(6) When the government or a juristic person is a shareholder, it may be represented by more than one representative at a Shareholders Meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
(7) In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.
(8) In the event of a virtual shareholders meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this

information disclosed until the end of the meeting.

2.1 Convene a virtual shareholders meeting, and matters that should be included in the convening notice

In the event that the Company holds a virtual shareholders meeting, the following matters should be included in the shareholders meeting convening notice :
(1) How shareholders attend the virtual meeting and exercise their rights.
(2) Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at
least covering

the following particulars:

  - A. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.

  - B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.

  - C. In case holding video assisted shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those shareholders attending the virtual shareholders meeting online and still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

  - D. Actions to be taken if the outcome of all proposals has been announced and extraordinary motion has not been carried out.

(3) To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholder meeting online shall be specified.

3. Calculation Of Attendance based on numbers of shares

Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

4. Principles Determining The Time And Place Of A Shareholders Meeting

(1) The venue for a Shareholders Meeting shall be located at the Company’s

premises or at a place easily accessible to shareholders and suitable for a Shareholders Meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

(2) The restrictions on the place of the meeting shall not apply when the Company convenes a virtual-only shareholders meeting.

5. Appoint professionals and related personnel To Attend Shareholders Meeting When necessary, the Company may appoint its certified public accountants, attorneys, or other professionals to attend Shareholders Meeting. Conference coordinators shall wear an identification card or armband bearing the word "Proctor."

6. Documentation Of A Shareholders Meeting By Audio Or Video

(1) The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the Shareholders Meeting, and the voting and vote counting procedures.
(2) The recorded materials mentioned at the preceding Paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Clause 189 of the Companies Act, the recording shall be retained until the conclusion of the litigation.
(3) Where a shareholders meeting is held online, the Company shall keep records - -
of shareholder registration, sign in, check in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.
(4) The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
(5) In case of a virtual shareholders meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.

7. The Chair and Its Proxy

(1) The Shareholders Meeting of the Company shall be convened by the Board of Directors except stated otherwise by laws. In the event that the shareholders’ meeting is convened by the Board, it shall then be chaired by the chairperson of the Board. When the chairperson of the Board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing

directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

(2) When a managing director or a director serves as chair, as referred to in the preceding Paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair.
(3) It is advisable that Shareholders Meeting convened by the Board of Directors be chaired by the chairperson of the Board in person and attended by a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
(4) If a Shareholders Meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
(5) The Company shall prepare electronic versions of the Shareholders Meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular Shareholders Meeting or before 15 days before the date of a special Shareholders Meeting. The Company shall prepare electronic versions of the Shareholders Meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular Shareholders Meeting or before 15 days before the date of the special Shareholders Meeting, ' -
but when the Company s paid in capital amounted to NT$10 billion or more at the end of the most recent financial year, or if the Company held a general meeting of shareholders in the most recent fiscal year, and the total shareholding ratio of foreign capital and mainland capital recorded in the shareholder register is more than 30%, the transmission of the electronic file shall be completed 30 days before the regular meeting of shareholders. In addition, before 15 days before the date of the Shareholders Meeting, the Company shall also have prepared the Shareholders Meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company’s premise and at its designated professional shareholder services agent.
(6) The Company shall prepare meeting agenda and supplemental meeting

materials as stated in preceding clause and to ensure it is available to shareholders for review in the following manner on the date of the shareholders meeting:

A. For physical shareholders meetings, it should be distributed on-site at the meeting.
B. For video assisted shareholders meetings, it shall be distributed on-site at the meeting and shared on the virtual meeting platform.
C. For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform
(7) The reasons for convening a Shareholders Meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
(8) Election or dismissal of directors, amendments to the Articles of Associations, reduction of capital, application for the approval of ceasing its status as a public Company, approval of competing with the Company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the Company, or any matter under Companies Act Clause 185, Paragraph 1, Clause 26-1 and 43-6 of the Securities Exchange Act, Clause 56-1 and Clause 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the Shareholders Meeting. None of the above matters may be raised by an extraordinary motion.
(9) Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the Shareholders Meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.
(10) Changes to how the Company convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice.

8. Commencement Of Meeting

(1) The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, the Company shall also declare the meeting adjourned at

the virtual meeting platform.

(2) If the quorum is not met after two postponements as referred to in the preceding Paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Clause 175, Paragraph 1 of the Companies Act; all shareholders shall be notified of the tentative resolution and another Shareholders Meeting shall be convened within one month. In the event of a virtual shareholders meeting, -
shareholders intending to attend the meeting online shall re register to the Company in accordance with Article 6.
(3) When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders Meeting pursuant to Clause 174 of the Companies Act.

9. Discussion Of Proposals

(1) It is advisable that Shareholders Meeting that are convened by the Board should be attended by a majority of the Board Members.
(2) If a Shareholders Meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the Shareholders Meeting.
(3) The provisions of the preceding Paragraph apply mutatis mutandis to a Shareholders Meeting convened by a party with the power to convene that is not the Board of Directors.
(4) The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two Paragraphs (including extraordinary motions) except by a resolution of the Shareholders Meeting. If the chair declares the meeting adjourned in violation of such rules and procedures, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
(5) The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

10. Shareholder Speech

(1) Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The Chair shall decide the appropriate speaking sequence of each shareholder.
(2) A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
(3) Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
(4) When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
(5) When a juristic person shareholder appoints two or more representatives to attend a Shareholders Meeting, only one of the representatives so appointed may speak on the same proposal.
(6) After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
(7) Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in clause (1) to clause (5) do not apply.
(8) As long as questions so raised in accordance with the preceding clause are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.

11. Convening Shareholders Meetings And Shareholders Meeting Notices

(1) After the Company is listed in Taiwan Stock Exchange Market, any shareholder holding one percent or more of the total number of issued shares may submit to the Company a written proposal for discussion at a regular Shareholders Meeting. The number of items so proposed, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. Shareholders may propose a recommendation for the Company to promote corporate social responsibility and responsible business practices, provided procedurally the number of items so proposed is limited only to one in accordance with Clause 172-1 of the Companies Act, and no proposal

containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any Paragraph of Clause 172-1, Paragraph 4 of the Companies Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda.

(2) Prior to the book closure date before a regular Shareholders Meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
(3) Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular Shareholders Meeting and take part in discussion of the proposal.
(4) Prior to the date for issuance of notice of a Shareholders Meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of such Rules. At the Shareholders Meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

12. Calculation Of Voting Shares And Recusal System

(1) Attendance at Shareholders Meetings shall be calculated based on numbers of shares.
(2) The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
(3) On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting is held, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
(4) During the Company's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
(5) With respect to resolutions of Shareholders meeting, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total

number of issued shares.

(6) When a shareholder is an interested party in relation to an agenda, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder must not either vote for himself/herself or exercise voting rights on behalf of other shareholders.
(7) The number of shares for which voting rights may not be exercised under the preceding Paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
(8) With the exception of Republic of China trust enterprise or a shareholder services agent approved by the Republic of China competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
(9) According to the laws of stock exchange market, when a shareholder holds shares on behalf of others, the shareholder may exercise split voting, provided however the qualifications, scopes, methods, operating procedures and other matters of split voting shall comply with the requirements of enacted by Financial Supervisory Commission.

13. Voting Rights

(1) Any shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Clause 179, Paragraph 2 of the Companies Act.
(2) At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, and each proposal shall be voted separately by shareholders and the voting results base on the numbers of votes for and against and the number of abstentions shall be uploaded into the MOPS on the same day the shareholders’ meeting is held.
(3) In the event that the Board Members is holding the Company’s shares, and the shares that had been pledged by the Board Members are exceeding 50% of the total shares held by such Director at the time of his latest appointment, and the exceeded part (meaning the part of pledged shares that are exceeding 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.
(4) When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by

correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the Shareholders Meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoids the submission of extraordinary motions and amendments to original proposals.

(5) A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding Paragraph shall deliver a written declaration of intent to the Company before two days before the date of the Shareholders Meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
(6) After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or by video conference, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
(7) When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected and no further voting shall be required.
(8) For each Shareholders Meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
(9) A shareholder may issue only one proxy form and appoint only one proxy for any given Shareholders Meeting, and shall deliver the proxy form to the Company before five days before the date of the Shareholders Meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
(10) After a proxy form has been delivered to the company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the

Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

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

14. Voting of Motions

(1) Except as otherwise provided in the Companies Act and in the Company's Articles of Association, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.
(2) The election of directors at a Shareholders Meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes they received.
(3) The ballots for the election shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to related laws, the ballots shall be retained until the conclusion of the litigation.

15. Votes Monitoring And Counting

(1) Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. Vote counting for Shareholders Meeting proposals or elections shall be conducted in public at the place of the Shareholders Meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
(2) When the Company convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.
(3) In the event of a virtual shareholders meeting, votes shall be counted together after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.
(4) When the Company convenes a video assisted shareholders meeting, if shareholders who have registered to attend the meeting online in accordance

with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.

(5) When shareholders exercise voting rights by correspondence or electronic means without withdrawing their intention and attending the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

16. Meeting Minutes

(1) Matters relating to the resolutions of a Shareholders Meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
(2) After being listed in Taiwan Stock Exchange Market, the Company may distribute the meeting minutes mentioned in the preceding Paragraph by means of a public announcement made through the MOPS.
(3) The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.
(4) The number of votes in each agenda and the total attending number of votes (Including both affirmative votes and dissenting votes) should be stipulated in the meeting minutes.
(5) If matters put to a resolution at a Shareholders Meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Market (or GreTai Securities Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
(6) Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding clause, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
(7) When convening a virtual only shareholder meeting, other than compliance with the requirements in the preceding clause, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties

in attending a virtual only shareholders meeting online.

17. Recess And Resumption Of A Shareholders Meeting

(1) When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
(2) If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the Shareholders Meeting may adopt a resolution to resume the meeting at another venue.
(3) A resolution may be adopted at a Shareholders Meeting to defer or resume the meeting within five days in accordance to Clause 182 of the Companies Act.

18. Maintaining Order At The Meeting Place

(1) The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
(2) When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.
(3) At the place of a Shareholders Meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.

19. Disclosure Of Information About Virtual Meetings

In the event of a virtual shareholders meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.

20. Location of the chairman and secretary of shareholders meeting

When the Company convenes a virtual only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.

21. Handling of Internet Disconnection

(1) In the event of a virtual shareholders meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
(2) In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article

44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

(3) For a meeting to be postponed or resumed as described in the preceding clause, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.
(4) For a meeting to be postponed or resumed under clause (2), the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting although do not attend the postpone or resumed session, those exercised rights shall be counted as valid towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
(5) During a postponed or resumed session of a shareholders meeting held under clause (2), no further discussion or resolution is required for proposals for which votes have been casted and counted and results have been announced, including the list of elected directors.
(6) When the Company convenes a video assisted shareholders meeting, and the virtual meeting cannot continue as described in clause (2), and if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue without postpone or resumption thereof under clause (2) is required.
(7) Under the circumstances where a meeting should continue as in the preceding clause, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
(8) When postpone or resume a meeting according to clause (2), the Company shall handle the preliminary work based on the date of the original shareholders -
meeting in accordance with the requirements listed under Article 44 20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Listed Companies.
(9) The second paragraph of Article 12 and Item 3 of Article 13 of the Rules for the Use of Power of Attorney for Attending Shareholders' Meetings by Public Offering Companies, the Second Item of Article 44-5, and Article 44-10 of the Standards for Handling Share Affairs of Public Offering Companies 5. During

the period specified in Paragraph 1 of Article 44 17, the Company shall postpone or continue the date of the shareholder meeting in accordance with Paragraph (2).

22. Handling of Digital Divide

When convening a virtual only shareholders meeting, the Company shall provide appropriate alternative measures to shareholders with difficulties to attend.

23. Enactment And Amendment

The enactment and amendment of such Rules should be approved by Board meeting and ordinary resolution by Shareholders Meeting.

Appendix 2

REGAL HOLDING CO., LTD. `「` Memorandum of Association `」` Amendment Table

COMPANIES ACT (REVISED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

REGAL HOLDING CO., LTD.

(Adopted by a special resolution passed on 26[th] May 2023)

THE COMPANIES ACT (REVISED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

REGAL HOLDING CO., LTD.

(Adopted by a special resolution passed on 26[th] May 2023)

The name of the Company is Regal Holding Co., Ltd.
The Company’s registered office will be situated at the office of Portcullis (Cayman) Ltd., The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands, or at such other place in the Cayman Islands as the Directors may from time to time decide.
The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Act (Revised).
The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27 (2) of the Companies Act (Revised).
Nothing in the preceding sections shall permit the Company to carry on the business of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Act (Revised) or to carry on insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed in that behalf under the Insurance Law (Revised) or to carry on the business of company management without being licensed in that behalf under the Companies Management Law
The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands, but nothing in this paragraph shall be so construed as to prevent the Company effecting and concluding contracts in the Cayman Islands and exercising in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman

Islands.

The liability of each Member is limited to the amount from time to time unpaid on such Member's shares.
The authorised share capital of the Company is New Taiwan Dollars 600,000,000 divided into 60,000,000 ordinary shares of a par value of New Taiwan Dollars 10.00 each provided always that subject to the provisions of the Companies Act (as amended) and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be Ordinary, Preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided
If the Company is registered as exempted, its operations will be carried on subject to the provisions of Section 174 of the Companies Act (as amended).
Capitalised terms that are not defined in this Memorandum of Association bear the same meaning as those given in the Articles of Association of the Company and the interpretations section of the Articles of Association of the Company shall apply to this Memorandum of Association.

COMPANIES ACT (REVISED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

REGAL HOLDING CO., LTD.

(Adopted by a special resolution passed on 26[th] May 2023)

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

CORPORATE RECORDS

Proxy Solicitation
Dissenting Member's Appraisal 56. Minutes Right
Register of Mortgages and Charges
Shares that May Not be Voted
Voting by Joint Holders of 58. Form and Use of Seal Shares
Representation of Corporate TENDER OFFER AND Member ACCOUNTS
Tender Offer
Adjournment of General Meeting
Directors Attendance at General 60. Books of Account Meetings
Financial Year End

DIRECTORS AND OFFICERS

AUDIT COMMITTEE

Number and Term of Office of Directors
Number of Committee Members
Power of Audit Committee
Election of Directors
Removal of Directors

VOLUNTARY DISSOLUTION

Owner

Transfer of Registered Shares
Transmission of Registered Shares

ORDINARY RESOLUTION, SPECIAL RESOLUTION AND SUPERMAJORITY RESOLUTION

Alteration of Capital
Special Resolution and Supermajority Resolution
Variation of Rights Attaching to Shares

DIVIDENDS AND CAPITALISATION

Vacation of Office of Director
Compensation of Directors
Defect in Election of Director
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 and Officers

AND WINDING-UP

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
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

MEETINGS OF THE BOARD OF DIRECTORS

Board Meetings
Notice of Board Meetings
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
Quorum and Proceedings at General Meetings
Chairman to Preside
Voting on Resolutions
Proxies

THE COMPANIES ACT (REVISED)

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF

REGAL HOLDING CO., LTD.

(Adopted by a special resolution passed on 26[th] May 2023)

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 Sixth 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 the ROC laws, rules and regulations (including, without Company Rules 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 a committee of the Board, which shall be comprised Committee 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 the Electronic Transactions Law (2003 Revision) of Law the Cayman Islands;
(xiv) ESM the emerging stock market of the ROC; Family Relationship in respect of a person, means another person who is within Second Degree of related to the first person either by blood or by Kinship 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;
(xv) FSC the Financial Supervisory Commission of the ROC;

(xvi) Independent Directors the Directors who are elected as "Independent Directors" in accordance with the Applicable Public Company Rules or the Articles;

(xvii) 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;

(xviii) Law

The Companies Act (as amended) of the Cayman Islands and every modification, reenactment or revision thereof for the time being in force;

(xix) 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;

(xx) Litigious and Non-Litigious Agent
a person appointed by the Company pursuant to the 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;
(xxi) 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;
(xxii) Market Observation Post the public company reporting system maintained by System the TSE;

(xxiii) 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;

(xxiv) Memorandum the memorandum of association of the Company;
(xxv) 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;
(xxvi) Month calendar month;
(xxvii) Notice written notice as further provided in the Articles unless otherwise specifically stated;
(xxviii) Officer any person appointed by the Board to hold an office in the Company;

(xxix) Ordinary Resolution a resolution passed at a general meeting (or, if so 53

specified, a meeting of Members holding a class of shares) of the Company by not less than a simple majority of the votes cast;

(xxx) Preferred Shares has the meaning given thereto in Article 6;
(xxxi) 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;
(xxxii) Register of Directors the register of directors and officers referred to in and Officers Article 42 hereof;
(xxxiii) 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;

(xxxiv) Registered Office the registered office for the time being of the Company;

(xxxv) Related Parties 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;
- (ii) 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; a
(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:
(a) effecting any capitalization of distributable dividends and/or bonuses and/or any other amount prescribed under Article 17 hereof;
(b) 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.
(c) entering into, amend, or terminate any Lease Contract, Management Contract or Joint Operation Contract;

(d) 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
(e) 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") 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.

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 physical general meetings shall be conducted in the ROC. If the Board resolves 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’ 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 means declared above.
18.4 In case a shareholders’ meeting is conducted virtually, the shareholders participating in such virtual meeting shall be deemed to have attended the meeting in person.
18.5 In the event of conducting virtually for a shareholders meeting, the Company shall adhere to the rules & regulations, operating procedures and other compliance matters of ROC’s Securities & Exchange Act.

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.

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. 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.
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. 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.
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.
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 President

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. A shareholder who exercises his/her/its voting

power at a shareholders meeting in writing or by way of electronic transmission as set forth in the preceding Paragraph shall be deemed to have attended the said shareholders’ meeting in person, but shall be deemed to have 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 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 votes against or waives his or her voting rights, the Member may file a request under Article 28.2, but in the event that 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.
28.5 The shares which voting right has been waived as mentioned in the preceding paragraph shall not be counted as the number of shareholders’ votes who are present in the meeting.

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. P owers 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. The Company shall stipulate these essential contents of Directors’ personal interests and their reasons of approval or dissent to the resolution of Merger, spin-off, or acquisition in shareholders meeting agenda, and may publish the above contents on the website designated by the competent securities authority of R.O.C or on its website ， and shall also indicate the website link in its Shareholders Meeting Notice.
47.6 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 file a petition with the Taipei District Court, ROC for and on behalf of the Company against the relevant Directors.
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 with 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
(c) all assets and liabilities of the Company.

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 1[st] , 2024, 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	2023.05.26	13,760,000	35.84%	13,760,000	35.84%
Director	Hyperion Trading Co., Ltd. Representative`：` SARAYUTH MUNGCHITVITSAVAKORN	2023.05.26	1,463,682	3.81%	1,463,682	3.81%
Director	Orlog Global Co., Ltd. Representative`：` LIN, CHIU-I	2023.05.26	889,117	2.32%	889,117	2.32%
Director	Unique Global Investment Inc. Representative`：` LIN, CHIN-SAN	2023.05.26	398,000	1.04%	398,000	1.04%
Independent Director	GUAN, JYH-LIANG	2023.05.26	-	-	-	-
Independent Director	LEE, TSUNG-PEI	2023.05.26	-	-	-	-
Independent Director	LIN, CHUNG-CHING	2023.05.26	-	-	-	-
Shareholding of all Directors		Total	16,510,799	43.00%	16,510,799	43.00%

Note 1: The total amounts of issued shares as of May 26[th] , 2023 were 38,396,032 shares.

Note 2: The total amounts of issued shares as of March 31[st] , 2024 ware 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 March 22[th] , 2024 to April 1[st] , 2024. The proposals must be sent to the Company before 5 P.M., April 1[st] , 2024. The aforesaid information has been publicly announced on the Market Observation Post System.
None of the shareholders proposes to the Company during this year’s period for proposals.

AI assistant

RH — AGM Information 2024

52432_rns_2024-09-04_70f3161d-2f7c-4933-ba6a-26c2de68de44.pdf

REGAL HOLDING CO., LTD.

Annual General Shareholders’ Meeting 2024

Meeting Handbook

Time: May 30[th] , 2024 (Thursday) at 9 a.m.

Table of Contents

REGAL HOLDING CO., LTD

Agenda for 2024 Annual General Shareholders’ Meeting

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)

Subject ： 2023 Operating Report

Descriptions ：

Proposal (2)

Proposal (3)

Descriptions ：

4. Remunerations of Directors

December 31, 2023 Unit: NT$000

5. Please review.

Proposal (4)

Ratifications

Discussion Items

Descriptions ：

Resolutions ：

Descriptions ：

Extemporary Motions

Adjournment

REGAL HOLDING CO., LTD. 2023 Operating Report

REGAL HOLDING CO., LTD. Audit Committee’s Review Report

Description of key audit matter:

How the matter was addressed in our audit:

Our audit procedures included:

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

KPMG

REGAL HOLDING CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2023 and 2022

REGAL HOLDING CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2023 and 2022

Equity attributable to owners of the Company

REGAL HOLDING CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2023 and 2022

REGAL HOLDING CO., LTD.

REGAL HOLDING CO., LTD.

「 Rules And Regulations of Shareholders Meetings 」 Amendment Table

「 Memorandum of Association 」 Amendment Table

Description

「 Rules And Regulations of Shareholders Meetings 」 (Before Revision)

1. References

2. Preparation Of Documents Such As The Attendance Book

information disclosed until the end of the meeting.

2.1 Convene a virtual shareholders meeting, and matters that should be included in the convening notice

8. Commencement Of Meeting

9. Discussion Of Proposals

10. Shareholder Speech

12. Calculation Of Voting Shares And Recusal System

13. Voting Rights

14. Voting of Motions

15. Votes Monitoring And Counting

16. Meeting Minutes

17. Recess And Resumption Of A Shareholders Meeting

18. Maintaining Order At The Meeting Place

19. Disclosure Of Information About Virtual Meetings

20. Location of the chairman and secretary of shareholders meeting

21. Handling of Internet Disconnection

22. Handling of Digital Divide

23. Enactment And Amendment

REGAL HOLDING CO., LTD. 「 Memorandum of Association 」 Amendment Table

COMPANY LIMITED BY SHARES

RH AGM Information 2024

Subject `：` 2023 Operating Report

Descriptions `：`

Descriptions `：`

Descriptions `：`

Resolutions `：`

Descriptions `：`

`「` Rules And Regulations of Shareholders Meetings `」` Amendment Table

`「` Memorandum of Association `」` Amendment Table

`「` Rules And Regulations of Shareholders Meetings `」` (Before Revision)

REGAL HOLDING CO., LTD. `「` Memorandum of Association `」` Amendment Table