Stock code: 4807

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REGAL HOLDING CO., LTD.

Annual General Shareholders’ Meeting 2020

Meeting Handbook

Time: June 17[th] , 2020 (Wednesday) at 9 a.m.

Venue: (Building Everlight) 3F., No. 197, Sec. 3, Zhongxiao E. Rd., Da’an Dist., Taipei City 106, Taiwan R.O.C.

PDF files of the Handbook is available at:

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

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Meeting Agenda ............................................................................................................... 1 Report Items ...................................................................................................................... 3 Ratifications ................................................................................................. 5 Discussion Items ............................................................................................................... 7 Election Item ...................................................................................................................... 8 Other Proposal .................................................................................................................. 9 Extemporary Motions ................................................................................................... 9 Adjournment ..................................................................................................................... 9 Attachments 1. Business Report 2019 .................................................................................................. 10 2. Audit Committee’s Review Report ............................................................................. 12 3. Comparison Table of the “Rules of Procedures for Directors’ Meetings” Before and After Revision ....................................................................................................... 13 4. Reasonableness Explanation of Distribution Compensation of Directors 2019 ......... 17 5. CPA Audit Report and Financial Report 2019 ............................................................ 18 6. Comparison Table of the “Articles of Association” Before and After Revision ......... 26 7. Comparison Table of the “Rules of Procedures for Shareholders’ Meetings” Before and After Revision ........................................................................................... 35 8. Comparison Table of the “Ethical Corporate Management Best Practice Principles” Before and After Revision ....................................................................... 44 9. Comparison Table of the “Procedures for Ethical Management and Guidelines for Conduct” Before and After Revision .................................................................... 61 10. List of Candidates of 5[th] Term of Directors and Independent Directors ................... 71 11. List of Proposal of Removal the Non-Compete Restriction Against the Newly Elected Directors ....................................................................................................... 72 Appendices 1. The Company’s “Articles of Association” (Before Revision) .................................... 73 2. The Company’s “Rules of Procedures for Shareholders’ Meetings” (Before Revision) ................................................................................................................... 136

The Company’s “Rules of Procedures for Directors’ Meetings” (Before Revision) ................................................................................................................................... 142 4. The Company’s “Ethical Corporate Management Best Practice Principles” (Before Revision) ................................................................................... 149 5. The Company’s “Procedures for Ethical Management and Guidelines for Conduct” (Before Revision) ..................................................................................... 151 6. Regulations Governing Election of Directors ........................................................... 159 7. Current Shareholding of All Directors ...................................................................... 161 8. 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 ... 162

REGAL HOLDING CO., LTD.

Agenda for Annual General Shareholders’ Meeting 2020

Time: June 17[th] , 2020 (Wednesday) at 9 a.m.

Venue: (Building Everlight) 3F., No. 197, Sec. 3, Zhongxiao E. Rd., Da’an Dist., Taipei City 106, Taiwan, R.O.C.

Agenda ：

1. Call the Meeting to Order

2. Chairman Remarks

3. Report Items

(1) Business Report 2019
(2) Audit Committee’s Review Report
(3) Employees’ and Directors’ Compensation Report 2019
(4) Report for the Revision of the “Rules of Procedures for Directors’ Meetings”
(5) Reasonableness Explanation of Distribution Directors’ Compensation 2019

4. Ratifications

(1) Adoption of the Business Report and Financial Report 2019
(2) Adoption of the Proposal for Distribution of 2019 earnings

5. Discussion Items

(1) Discussion on the Revision to the Company’s “Articles of Association”
(2) Discussion on the Revision to the Company’s “Rules of Procedures for Shareholders’ Meetings”
(3) Discussion on the Revision to the Company’s “ Ethical Corporate Management Best Practice Principles” and “ Procedures for Ethical Management and Guidelines for Conduct”

6. Election Item

(1) Re-election of 5[th] Term of Directors and Independent Directors

7. Other Proposal

(1) List of Proposal of Removal the Non-Compete Restriction Against the
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Newly Elected Directors

8. Extemporary Motions

9. Adjournment

Report Items

Proposal (1)

Subject: Business Report 2019

Descriptions:

Please refer to attachment 1 (Page 10-11) for the Company’s Business Report 2019.
Please review.

Proposal (2)

Subject: Audit Committee’s Review Report

Descriptions:

Please refer to attachment 2 (Page 12) for the Audit Committee’s Review Report.
Please review.

Proposal (3)

Subject: Employees’ and Directors’ Compensation Report 2019

Descriptions:

Subject to the Article 14.4 of the Company’s Articles of Association, if the Company has earnings for the year, the Company shall distribute not less than one percent (1%) of the profit before tax as the employees’ compensation and not higher than three percent (3%) as the directors’ compensation.
The employees’ and the directors’ compensation 2019 will be not distributed by a resolution of the board of directors on March 13 [th] 2020.
Please review.
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Proposal (4)

Subject: Report for the Revision of the “Rules of Procedures for Directors’ Meetings”

Descriptions:

The Company’s “Rules of Procedures for Directors’ Meetings” had been amended in accordance with regulations. Please refer to the attachment 3 (Page13-16) for the comparison table.
Please review.

Proposal (5)

Subject: Reasonableness Explanation of Distribution Compensation of Directors 2019 Descriptions:

Subject to the Reference No.1091701171 of TWSE’s letter on April 21 [th] 2020. Reasonableness Explanation of Distribution Directors’ Compensation will be explained in shareholders meetings. Please refer to the attachment 4 (Page 17) for Reasonableness Explanation of Distribution Compensation of Directors.
Please review.
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Ratifications

Proposal (1) 【 Proposed by the Board of Directors 】 Subject: Adoption of the Business Report and Financial Report 2019 Descriptions:

The Company’s consolidated financial statements 2019 were audited by certified public accountant (“CPA”) Mrs. LU, LI - LY and Mrs. KUAN, CHUN-HSIU of KPMG.
Please refer to the attachment 1 (Page 10-11) for the business report and attachment 5(Page 18-25) for CPA audit report and the financial report.
Please proceed to ratification.

Resolutions:

Proposal (2) 【 Proposed by the Board of Directors 】 Subject: Adoption of the Proposal for Distribution of 2019 earnings

Descriptions:

the Company’s net profit after tax of 2019 is NTD $146,304,060 and accumulated deficit is NTD $81,256,691. Retained earnings as the following table:

Unit: NTD $

ollowing table:	Unit: NTD $
Items	Amount
Beginningretained earnings	56,000,704
Plus: special surplus reserve set aside from “reversed equity deduction”(Note 1)	0
Beginningretained earnings after adjustment	56,000,704
deduction: Actuarial loss on defined benefit plans of 2019	9,046,665
plus: Net loss after tax of 2019	(146,304,060)
Earnings distributable for 2019	(81,256,691)
Retained earnings at the end	(81,256,691)
Note 1: The special surplus reserve is stipulated by Financial Supervisory Commission on April 6, 2012 (Ref. 1010012865). While distributing the distributable surplus, the Company shall provide a special surplus reserve of current period earnings and undistributed prior period earnings from current year’s net loss of shareholders' equity. However, the special reserve amounts for prior years’ accumulated shareholders’ equity contra accounts should only be provided from prior years’ unappropriated earnings. If a reversal of shareholders’ equity contra account occurs, the reversed portion of the special reserve could be distributed as dividends.

Chairman General Manager Account Officer

The employees’ and the directors’ compensation will be not distributed by a resolution of the board of directors on March 13 [th] , 2020.
Please proceed to the ratification.

Resolutions:

Discussion Items

Proposal (1) 【 Proposed by the Board of Directors 】 Subject: Discussion on the revision to the Company’s “Articles of Association” Descriptions:

It is proposed to amend the Company’s “Articles of Association” in accordance with regulations. Please refer to the attachment 6 (Page26-34) for the comparison table.
Please proceed to the discussion.

Resolutions:

Proposal (2) 【 Proposed by the Board of Directors 】 Subject: Discussion on the revision to the Company’s “Rules of Procedures for Shareholders’ Meetings”

Descriptions:

It is proposed to amend the Company’s “Rules of Procedures for Shareholders’ Meetings” in accordance with regulations. Please refer to the attachment 7 (Page 35-43) for the comparison table.
Please proceed to the discussion.

Resolutions:

Proposal (3) 【 Proposed by the Board of Directors 】 Subject: Discussion on the revision to the Company’s “Ethical Corporate Management Best Practice Principles” and “Procedures for Ethical Management and Guidelines for Conduct”

Descriptions:

It is proposed to amend the Company’s “Ethical Corporate Management Best Practice Principles” and “Procedures for Ethical Management and Guidelines for Conduct” in accordance with regulations. Please refer to the attachment 8 (Page44-60) and attachment 9 (Page 61-70)for the comparison table.
Please proceed to the discussion.

Resolutions:

Election Item

Proposal (1) 【 Proposed by the Board of Directors 】 Subject: Re-election of 5[th] term of directors and independent directors Descriptions:

For long-term planning and requirement of operation management, it is proposed to re-elect 5[th] term of directors and independent directors in this General Shareholders’ Meeting in advance by a resolution of the board of directors on March 13[th] ,2020.
In accordance with Article 31.4 and 31.5 of the Articles of Association, “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” and “shares being listed on the TPEx or TSE, the Directors may be nominated by adopting the candidate nomination system specified in the Applicable Public Company Rules.”
It is proposed to re-elect 5[th] term of 7 directors (including 3 independent directors). The term of newly elected directors (including independent directors) will be from the date of election for three years, from June 17, 2020 to June 16, 2023.
Please refer to attachment 10 (Page71).
Please proceed to the election.

Result:

Other Proposal

Proposal (1) 【 Proposed by the Board of Directors 】 Subject: List of Proposal of Removal the Non-Compete Restriction Against the Newly Elected Directors

Descriptions:

Subject to Article 47.4 of the Company’s Articles of Association, 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 in shareholders’ meeting the essential contents of such conduct and seek approval.
On the premise that there’s no infringement to the Company’s benefit, it is proposed to remove the non-compete restriction against the newly elected director or its assigned representative for them to invest or operate other companies that have the same or similar business scope of the Company and be the director of the said company. Please refer to attachment 11 (Page 72).

Resolutions:

Extemporary Motions

Adjournment

Attachment 1

REGAL HOLDING CO., LTD.

Business Report 2019

In 2019, the global market was so volatile, although the global jewelry industry gradually grew by 5% per year. However, Regal Holding was affected by the strategy of inventory adjustment of major biggest client in Q1 and consideration of corporate social responsibility and difficulty of cultivating employees’ techniques. Regal Holding adopted the measure of adjustment human resources allocation led to first-time loss through the years. Management team do apologize to employees and shareholders. Therefore, Regal Holding reviewed the clients and cost structure. In Q3 2019, the order and the adjustment strategy gradually grew up, net income in September turned a loss into a profit. Although the global market still has many uncertain factors in 2020, but we believe that Regal Holding walked out of trough. The Company and management team with strong fundamental will provide boutiques with higher quality for clients and global consumers. The revenues in 2019 were NT$1,809,297,000, which was 38.21% lower than the previous year. Net loss after tax was NT$146,304,000 and after-tax loss per share was NT$3.83. From the prospective of revenues of jewelry processing combination, the revenues in metalworking was 25.9% lower than the previous year, the revenues in plating was 65.91% lower than the previous year. The gross profit of metalworking in 2019 was down to 10.69% from 24.84% in the previous year. The gross profit of plating was down to 17.21% from 34.54% in the previous year because of biggest clients’ adjustment strategy and labor cost caused gross margin has diluted. Moreover, Baht dollar appreciated 7.88% against the US dollar in 2019 caused the realized and unrealized exchange losses totaled NT$13,865,000. The Company was also affected by clients’ accounting adjustment, financial costs totaled NT$4,228,000 in 2019 , an increase of NT$3,523,000 than the previous year.

For managing cost more effectively, Regal Holding not only improved the estimate of manpower needs and adjustment mechanism, but also used human resource integration and improved the rate of research and development in administrative cost and research expense. Therefore, in 2019, administrative expense has decreased 21.51% than the previous year, research and development expense has decreased 11.64% than the previous year. Facing our biggest client promoted the rate of self-capacity and outsource difficult crafts, we kept strengthening our production process and performing research, development and selling expense more carefully. In financial risk control, the Company adopted a strategy of separating the weak from the strong and control of currency risk. Meanwhile, we strengthened surveillance of account receivable to minimize the uncertainty factor of profit. Facing the impact of the above external unfavorable factors, Regal Holding re-created the Company’s image and reorganized internal and external resources in 2019. The Company developed new clients also reduced OEM proportion of one single client. In

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response consumers’ market’s change of products with small quantities and diversities, the Company also started to distribute lines to produce small quantities, high gross profit, quick reaction capacity, and multiplex in one station. The Company also redistributes the sales channels of our own brand, online e-commerce and social platforms in end consumers' market at the same time. The Company is looking forward to the transfer of the crisis. Meanwhile, the Company is building sustainable development to develop operation vigorously.

Chairman General Manager Account Officer

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Attachment 2

REGAL HOLDING CO., LTD.

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2019 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.

To REGAL HOLDING CO., LTD.

Chairman of the Audit Committee: LEE, TSUNG-PEI

March 13[th] , 2020

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Attachment 3

REGAL HOLDING CO., LTD.

Comparison Table of “Rules of Procedures for Directors’ Meetings” Before and After Revision

Proposal for the Amendment (5th version)	Original Articles (4th Version)	Description
6. Chair and acting chair of a board meeting (1) Unless there is a regulation in the Company’s Articles, board meetings shall be convened and chaired by the chairperson of the board. However, with respect to the first meeting of each newly elected board of directors, it~~shall~~be called and chaired by the director that received votes representing the largest portion of voting rights at the shareholders meeting in which the directors were elected; if two or more directors are so entitled to convene the meeting, they shall select from among themselves one director to serve as chair. (2) Where a meeting of the board of directors is called by a majority of directors on their own initiative in accordance with Article 203, paragraph 4 or Article 203-1, paragraph 3 of the Company Act, the directors shall choose one person by and from among themselves to chair the meeting. (3) In case the chairman of the board of directors is on leave or cannot exercise his power and authority for any cause, the vice chairman shall act on his behalf. In case there is no vice chairman, or the vice chairman is also on leave	6. Chair and acting chair of a board meeting (1) Unless there is a regulation in the Company’s Articles, board meetings shall be convened and chaired by the chairperson of the board. However, with respect to the first meeting of each newly elected board of directors, it shall be called and chaired by the director that received votes representing the largest portion of voting rights at the shareholders meeting in which the directors were elected; if two or more directors are so entitled to convene the meeting, they shall select from among themselves one director to serve as chair. (2) In case the chairman of the board of directors is on leave or cannot exercise his power and authority for any cause, the vice chairman shall act on his behalf. In case there is no vice chairman, or the vice chairman is also on leave	1.To make the articles more specific, only amended the word. 2.Added in accordance with Article 203, paragraph 4 and Article 203, paragraph 1 of the Company Act on August 1, 2018. 3. Paragraph 2 move to Paragraph 3

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or unable to exercise his power and or unable to exercise his power and authority for any cause, the authority for any cause, the chairman of the board of directors chairman of the board of directors shall designate one of the managing shall designate one of the managing directors, or where there are no directors, or where there are no managing directors, one of the managing directors, one of the directors to act on his behalf. In the directors to act on his behalf. In the absence of such a designation, the absence of such a designation, the managing directors or the directors managing directors or the directors shall elect from among themselves shall elect from among themselves an acting chairman of the board of an acting chairman of the board of directors. directors. 11. Matters requiring 11. Matters requiring Amended words discussion at a board meeting discussion at a board meeting (1) ~~The~~ Company shall raise the (1) The Company shall raise the following matters at the Company’s following matters at the Company’s Board meeting for discussion: Board meeting for discussion: A to H (omitted) A to H (omitted) (2) to (3) (omitted) (2) to (3) (omitted) (4) If ~~the~~ Company has an (4) If the Company has an independent director or directors, at independent director or directors, at least one independent director shall least one independent director shall attend each meeting in person. In attend each meeting in person. In the case of a meeting concerning the case of a meeting concerning any matter required to be submitted any matter required to be submitted for a resolution by the board of for a resolution by the board of directors under paragraph 1, each directors under paragraph 1, each independent director shall attend in independent director shall attend in person; if an independent director is person; if an independent director is unable to attend in person, he or unable to attend in person, he or she shall appoint another she shall appoint another independent director to attend as independent director to attend as his or her proxy. If an independent his or her proxy. If an independent director expresses any objection or director expresses any objection or reservation about a matter, it shall reservation about a matter, it shall be recorded in the board meeting be recorded in the board meeting minutes. An independent director minutes. An independent director intending to express an objection or intending to express an objection or reservation but unable to attend the reservation but unable to attend the meeting in person shall, unless meeting in person shall, unless there is some legitimate reason to there is some legitimate reason to

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	do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.	do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.
	14. Recusal system for directors (1)If a director or a juristic person that the director represents is an interested party in relation to an agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interest of the Company, that director may not participate in discussion or voting on that agenda item and shall recuse himself or herself from the discussion or the voting on the item and may not exercise voting rights as proxy for another director. (2)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 has interests in the matters under discussion in the board meeting, such director shall be deemed to have a personal interest in the matter. (3) Where a director is prohibited byabove two paragraphsfrom exercising voting rights with respect to a resolution at a board meeting, the provisions of Article 180, paragraph 2 of the Company Act apply mutatis mutandis in accordance with Article 206,	14. Recusal system for directors If a director or a juristic person that the director represents is an interested party in relation to an agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interest of the Company, that director may not participate in discussion or voting on that agenda item and shall recuse himself or herself from the discussion or the voting on the item and may not exercise voting rights as proxy for another director. Where a director is prohibited by the preceding paragraph from exercising voting rights with respect to a resolution at a board meeting, the provisions of Article 180, paragraph 2 of the Company Act apply mutatis mutandis in accordance with Article 206, paragraph 4 of the same Act. 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 has interests in the matters under discussion in the board meeting, such director shall be deemed to have a personal interest in the matter.	1.Amended words 2.Added in accordance with Article 206, paragraph 3 of the Company Act on August 1, 2018 3. Paragraph 2 move to Paragraph Added in accordance with Article 206 of the Company Act on August 1, 2018.

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paragraph 4 of the same Act.
15. Meeting minutes and sign-in matters (1) to (2) (omitted) (3) The attendance book constitutes part of the minutes for each board meeting and shall be retained for the duration of the existence of the Company. (omitted)	15. Meeting minutes and sign-in matters (1) to (2) (omitted) (3) The attendance book constitutes part of the minutes for each board meeting and shall be retained for the duration of the existence of Company. (omitted)	Amended words

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Attachment 4

Reasonableness Explanation of Distribution Compensation of

Directors 2019

Extraordinary General Meetings elected succeeding one director Ausrine Marketing Corp. representative ： LAI, JIN-HE to fill the vacancy on June 22[nd] , 2017. Unique Global Investment Inc. appointed LIN, CHIN-SAN as the representative on December 29[th] , 2017. The term of acquirement compensation of Directors was from July 2018 to December 2018. Compensation was NTD $50,000 per month and transportation fee was NTD $10,000 each time. (Each of them presented the Board 2 times) Each of them acquired compensation was NTD $320,000 in 2018, totaled NTD $640,000.

In 2019, the term of acquirement compensation of Directors of Ausrine Marketing Corp. representative LAI, JIN-HE and Unique Global Investment Inc. representative LIN, CHIN-SAN was all the year round. In 2019, Director LAI, JIN-HE and Director LIN, CHIN-SAN presented the Board 5 and 4 times, respectively. Transportation fees were NTD $50,000 and NTD $40,000, respectively. They acquired compensation of Directors NTD $650,000 and NTD $640,000, respectively. Totaled NTD $1,270,000.

The compensation of directors in 2019 increased NTD $630,000 more than previous year which was due to acquirement compensation of Directors and transportation fee. It’s reasonable.

Distribution Compensation of Directors sheet of 2018 and 2019

Unit: NTD $

			Unit: NTD
Year Name	2018	2019	Difference
LIN, CHIN-SAN	320,000	630,000	310,000
LAI, JIN-HE	320,000	640,000	320,000
Total	640,000	1,270,000	630,000

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Attachment 5

CPA Audit Report and Financial Report 2019

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CPA Audit Report and Financial Report 2019

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CPA Audit Report and Financial Report 2019

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CPA Audit Report and Financial Report 2019

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CPA Audit Report and Financial Report 2019

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CPA Audit Report and Financial Report 2019

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CPA Audit Report and Financial Report 2019

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CPA Audit Report and Financial Report 2019

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Attachment6

REGAL HOLDING CO., LTD. Comparison Table of “Articles of Association” Before and After Revision

Proposal for the Amendment (4th version)	Proposal for the Amendment (4th version)	Original Articles (3rd version)	Description
1.1 In theseFourthAmended and Restated Articles, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:		1.1 In theseThirdAmended and Restated Articles, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:	4thtime amendment
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.	NA.	Amended in accordance with Article 266, paragraph 3 and Article 142 of the Company Act of Taiwan

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	NA.	Amended in accordance with Article33, paragraph 3 of Securities and Exchange Act

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	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.		of Taiwan
2.6(a)in connection with a Merger, spin-off, acquisition, shares exchange,or pursuant to any reorganization of the Company;		2.6(a)in connection with a Merger, spin-off, or pursuant to any reorganization of the Company;	Added in accordance with Article 8 of the Business Mergers And Acquisitions Act of Taiwan
12.3(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) , 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		12.3(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)orspin-off 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	Added in accordance with Article 29 of the Business Mergers And Acquisitions Act of Taiwan

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	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.	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.
28.2	In the event any part of the Company’s business is spun off , involved in any Merger, acquisition, or shares 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,Merger, acquisition, or shares exchange,may request the Company to purchase all of his shares at the then prevailing fair price.	28.2 In the event any part of the Company’s business is spun offorinvolved in any Merger, 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 spin offorMerger, may request the Company to purchase all of his shares at the then prevailing fair price.	Added in accordance with Article 12, paragraph 1 of the Business Mergers And Acquisitions Act of Taiwan
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	NA	Added in accordance with Article 12, paragraph 2 and paragraph 6 of the Business Mergers And Acquisitions Act of Taiwan

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	shall pay for the shares within 90 days since the resolution of the general meeting was made. In case no agreement is reached, the Company shall pay the fair price which it has recognized to the Member who asks for a higher price within 90 days since the resolution of the general meeting was made. If the Company did not pay, the Company shall be considered to be agreeable to the price requested by the Member in writing as prescribed above.
28.4	In case the Member filing a request under the Article 28.2, but no agreement is reached within 60 days since the resolution of the general meeting was made, the Company shall apply to the court for a ruling on the fair price against all the dissenting Members as the opposing party within 30 days after the 60-day period mentioned above. The Taiwan Taipei District Court may be the first court for this matter.	NA	Added in accordance with Article 12, paragraph 7 of the Business Mergers And Acquisitions Act of Taiwan

47.5	Notwithstanding anything to the contrary contained in this Article 47, in the Merger, spin-off, or	N/A	Added in accordance with Article 5, paragraph 3 of

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	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 Business Mergers And Acquisitions Act of Taiwan
47.6Where 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.		47.5	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.	Amended the sequence

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	50.2	Before the shares are traded on the ESM or listed on the TPEx or TSE, at least48 hoursprior 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 on short notice, or be held	Added in accordance with Article 204 of the Company Act of Taiwan

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	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 convenedat any time.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. Participation in Meetings by Video Conference	Amended the title
51.1	Each Director may 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	NA	Amended in accordance with Article 205 of the Company Act of Taiwan

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	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.	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.	Amended the sequence

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	NA	Added in accordance with Article 6, paragraph 1 of the Business Mergers And Acquisitions Act of Taiwan

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		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	NA	Added in accordance with Article 7, Article 22 paragraph 3, Article 31 paragraph 7 and Article 38 paragraph 2 of the Business Mergers And Acquisitions Act of Taiwan

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general meeting, those documents shall be deemed as having been sent to Members.

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Attachment 7

REGAL HOLDING CO., LTD. Comparison Table of “Rules of Procedures for Shareholders’ Meetin s” Before and After Revision g

Proposal for the Amendment (4th Version)	Original Articles (3th Version)	Description
Article 3. Calculation of the Shares in Attendance Attendance at Shareholder 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 inplus the number of shares whose voting rights are exercised by correspondence or electronically.	Article 3. Calculation of the Shares in Attendance Attendance at Shareholder 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.	Amended in accordance with Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings of TWSE.
exercised by
electronically.
Article 4. Meeting time and Venue Subject to the Laws and regulations for the listed companies, the venue for a Shareholder Meeting shall be a place easily accessible to shareholders and suitable for a Shareholder 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.	Article 4. Meeting time and Venue Subject to the Laws and regulations for the listed companies, the venue for a Shareholder Meeting shall be a place easily accessible to shareholders and suitable for a Shareholder Meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.	Amended in accordance with Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings of TWSE.
Article7. Chair and Proxy for the Chair (1) to (2) (omitted) (3) It is advisable that shareholders meetings convened by the board of directors be chaired by the	Article7. Chair and Proxy for the Chair (1) to (2) (omitted) Added	Amended in accordance with Article 6 of Corporate Governance BestPractice

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chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, 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 Shareholder 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)Before the Company is listed, the Company shall notify the shareholder at least 5 days before the date of a Shareholder Meeting in accordance with Article 20.1 of Articles of Association of the Company. After the Company is Exchange listed and TPEx listed, the Company shall notify the shareholders who have the right for attendance and voting 30 days before the date of a general Shareholder Meeting or 15 days before the date of a special Shareholder Meeting. The meeting notice shall specify the date, time, venue and reasons for the meeting. The Company shall prepare electronic versions of the Shareholder Meeting notice and proxy forms and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation,	(3) If a Shareholder 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. (4) Before the Company is listed, the Company shall notify the shareholder at least 5 days before the date of a Shareholder Meeting in accordance with Article 20.1 of Articles of Association of the Company. After the Company is listed, the Company shall notify the shareholders who have the right for attendance and voting 30 days before the date of a general Shareholder Meeting or 15 days before the date of a special Shareholder Meeting. The meeting notice shall specify the date, time, venue and reasons for the meeting. The Company shall prepare electronic versions of the Shareholder 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	Principles for TWSE/TPEx Listed Companies of TWSE and Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meeting .

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or the election or dismissal of Directors, and upload them to the Directors, and upload them to the Market Observation Post System Market Observation Post System (MOPS) 30 days before the date of a (MOPS) 30 days before the date of a general Shareholder Meeting or 15 general Shareholder Meeting or 15 days before the date of a special days before the date of a special Shareholder Meeting. The Company Shareholder Meeting. The Company shall prepare electronic versions of shall prepare electronic versions of the Shareholder Meeting agenda and the Shareholder Meeting agenda and supplemental meeting materials and supplemental meeting materials and upload them to the MOPS 21 days upload them to the MOPS 21 days before the date of a general before the date of a general Shareholder Meeting or 15 days Shareholder Meeting or 15 days before the date of a Special before the date of a Special Shareholder Meeting. In addition, 15 Shareholder Meeting. In addition, 15 days before the date of the days before the date of the Shareholder Meeting, the Company Shareholder Meeting, the Company shall also prepare the Shareholder shall also prepare the Shareholder Meeting agenda and supplemental Meeting agenda and supplemental meeting materials and make them meeting materials and make them available for review by shareholders available for review by shareholders at any time. The meeting agenda and at any time. The meeting agenda and supplemental materials shall also be supplemental materials shall also be displayed at the Company and the displayed at the Company and the shareholder services agent shareholder services agent designated thereby as well as being designated thereby as well as being distributed on-site at the meeting distributed on-site at the meeting place. place. Added in accordance (6)The reasons for convening a Added with Sample shareholders meeting shall be Template for specified in the meeting notice and XXX Co., public announcement. With the Ltd. Rules of consent of the addressee, the meeting Procedure notice may be given in electronic for form. Shareholders Meetings of (7) Matters pertaining to election or Added TWSE. discharge of directors and Added in supervisors, alteration of the Articles accordance

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	of Incorporation, 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, dissolution, merger, spin-off, or any matters as set forth in Paragraph I, Article 185 hereof shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as extemporary motions; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and such website shall be indicated in the above notice. (8)The reasons for convening a shareholders meeting shall be specified in boardsre-elect and inauguration date. After the shareholders meeting re-elect completed, the same meeting can not use extemporary motions or other ways to change inauguration date.	Added	with Article 172, paragraph 5 of the Company Act. Added in accordance with Reference No. 1072417500 of MOEA ‘s letter on August 6 2018
	Article 9. Discussion of Proposals (1) (omitted) (2) The agenda of the Shareholder Meeting shall be scheduled by the Board of Directors if that Shareholder Meeting is convened by the Board of Directors,relevant proposals (including extemporary	Article 9. Discussion of Proposals (1) (omitted) (2) The agenda of the Shareholder Meeting shall be scheduled by the Board of Directors if that Shareholder Meeting is convened by the Board of Directors, and that Shareholder Meeting shall process as	Amended in accordance with E-voting and voted by poll

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motions and original amendments) scheduled except by a resolution of shall be voted by poll, and that the Shareholder Meeting. Shareholder Meeting shall process as (3) to (4) (omitted) scheduled except by a resolution of (5) The chair shall allow ample Amended in the Shareholder Meeting. opportunity during the meeting for accordance (3) to (4) (omitted) explanation and discussion of with (5) The chair shall allow ample proposals and of amendments put arranging opportunity during the meeting for forward by the shareholders; when time explanation and discussion of the chair is of the opinion that a properly to proposals and of amendments or proposal is in accordance with the vote extemporary motions put forward by Laws and regulations for the listed the shareholders; when the chair is of companies and the Company’s the opinion that a proposal is in Articles of Association as well as has accordance with the Laws and been discussed sufficiently to put it regulations for the listed companies to a vote, the chair may announce the and the Company’s Articles of discussion closed and call for a vote. Association as well as has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote, and arranging time properly to vote. Article 11. Proposals by Article 11. Proposals by Amended in Shareholders Shareholders accordance After the Company is listed, a After the Company is listed, a with Article shareholder holding one percent or shareholder holding one percent or 172-1, more of the total number of issued more of the total number of issued paragraph 1 shares may submit to the Company a shares may submit to the Company a of the written proposal or in electronic written proposal or in electronic Company methods for discussion at a methods for discussion at a Act and Shareholder Meeting in accordance Shareholder Meeting in accordance Sample with the laws and regulations for the with the laws and regulations for the Template for listed companies and the Company’s listed companies and the Company’s XXX Co., Articles of Association. Such Articles of Association. Ltd. Rules of proposals, however, are limited to Procedure one item only, and no proposal for containing more than one item will Shareholders be included in the meeting agenda. In Meetings addition, when the circumstances of - any subparagraph of Article 172 1, paragraph 4 of the Company Act

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	apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. 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. Prior to the date for issuance of notice of a shareholders meeting, this Corporation 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 this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.	Added Added Added	Added in accordance with Article 172-1, paragraph 1 of Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings
	Article 13. Principles for the Voting Power (1) to (3) (omitted)	Article 13. Principles for the Voting Power (1) to (3) (omitted)	Added in accordance with Article

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(4) When this Corporation holds a shareholders meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means. 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 this Corporation avoid 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 this Corporation before 2 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	Added Added Added	172-1, paragraph 1 of Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings

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	shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before 2 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.	Added
	Article 16. Meeting Minutes (1) to (2) (omitted) (3)The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the	Article 16. Meeting Minutes (1) to (2) (omitted) (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 results, and	Amended in accordance with ACGA

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	meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and voting results (including weight of statistics). The votes of candidates shall be revealed aselection of directors and shall be retained for the duration of the existence of the Company. Omitted	shall be retained for the duration of the existence of the Company. Omitted
	Article 17. Recess and resumption of Shareholder Meeting (1) (omitted) (2) If the meeting venue is no longer available for continued use and not all of the items(including extemporary motions) on the meeting agenda have been addressed, the Shareholder Meeting may adopt a resolution to resume the meeting at another venue. And if necessary, the Shareholder Meeting may be announced to postpone if resolved by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. (It shall be deemed a must to postpone if required by the Shareholder Meeting.) (3) (omitted)	Article 17. Recess and resumption of Shareholder Meeting (1) (omitted) (2) If the meeting venue is no longer available for continued use and not all of the items on the meeting agenda have been addressed, the Shareholder Meeting may adopt a resolution to resume the meeting at another venue. And if necessary, the Shareholder Meeting may be announced to postpone if resolved by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. (It shall be deemed a must to postpone if required by the Shareholder Meeting.) (3) (omitted)	Amended in accordance with Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings of TWSE.

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Attachment 8

REGAL HOLDING CO., LTD.

Comparison Table of `“` Ethical Corporate Management Best Practice

Princi les” Before and After Revision p

	Proposal for the Amendment (2nd Version)	Proposal for the Amendment (1st Version)	Description
	4.3 Company’s Policy The Company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faithand obtain approval from the board of directors,and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development.	4.3 Company’s Policy The Company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development.	Amended in accordance with Paragraph, 3.7 and Paragraph, 5.1.1 of the ISO 37001 Anti-bribery management systems of International Organization for Standardization (ISO) in Oct 2016.
	4.4 Prevention programs The company listed companies shall in their own ethical management policy clearly and thoroughly prescribe the specific ethical management practices and the programs to forestall unethical conduct ("prevention programs"), including operational procedures, guidelines, and training. When establishing the prevention programs, the company comply with relevant laws and regulations of the territory where the companies and their business group are operating. In the course of developing the prevention programs, the company is advised to negotiate	Added	Added in accordance with Ethical Corporate Management Best Practice Principles of TWSE on May 23, 2019. Paragraph 4.4 move to Paragraph 4.10

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	with staff, labor unions members, important trading counterparties, or other stakeholders.
	4.5The scope ofPrevention Measures and Prevention programs The company shall establish a risk assessment mechanism against unethical conduct, analyze and assess on a regular basis business activities within their business scope which are at a higher risk of being involved in unethical conduct, and establish prevention programs accordingly and review their adequacy and effectiveness on a regular basis. It is advisable for the company to refer to prevailing domestic and foreign standards or guidelines in establishing the prevention programs, which shall at least include preventive measures against the following andthe company staff is strictly forbidden of the following conducts: 4.5.1 to 4.5.4 (omitted) 4.5.5 Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights. the company and their directors, supervisors, managers, employees, mandataries, and substantial	4.5 Prevention Measures The company staff is strictly forbidden of the following conducts: 4.5.1 to 4.5.4 (omitted) 4.5.5 Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights.	1.Amended in accordance with Paragraph 4.5.1 and Paragraph 4.5.2 of ISO 37001. 2.Amended in accordance with ISO 37001, GRI205: Anti-Corruption 2016 and 3rd version of Business Principles for Countering Bribery of Transparency International 2013. 3.Added in accordance with Paragraph 4.5.5 to Paragraph 4.5.7 of Ethical Corporate Management Best Practice Principles of TWSE on May 23, 2019.

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controllers shall observe applicable laws and regulations, the company's internal operational procedures, and contractual provisions concerning intellectual property, and may not use, disclose, dispose, or damage intellectual property or otherwise infringe intellectual property rights without the prior consent of the intellectual property rights holder. 4.5.6 Engaging in unfair competitive practices. The company shall engage in business activities in accordance with applicable competition laws and regulations, and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines of commerce. 4.5.7Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement,	4.5.6Engaging in unfair competitive practices. 4.5.7 Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement,

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manufacture, provision, or sale of products and services. In the course of research and development, procurement, manufacture, provision, or sale of products and services, the company and their directors, supervisors, managers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations and international standards to ensure the transparency of information about, and safety of, their products and services. They shall also adopt and publish a policy on the protection of the rights and interests of consumers or other stakeholders, and carry out the policy in their operations, with a view to preventing their products and services from directly or indirectly damaging the rights and interests, health, and safety of consumers or other stakeholders. Where there are sufficient facts to determine that the ' company s products or services are likely to pose any hazard to the safety and health of consumers or other stakeholders, the

manufacture, provision, or sale of products and services.

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		company shall, in principle, recall those products or suspend the services immediately.
	4.6		Added	1.Refer to Paragraph 7.2.2.2, Subparagraph c and Paragraph 7.2.2.1, Subparagraph a of ISO 37001. 2.Refer to Article3.3 of Taiwan Stock Exchange Corporation Rules Governing Information Filing by Companies with TWSE Listed Securities and Offshore Fund Institutions with TWSE Listed Offshore Exchange-Traded Funds and Article4.1 of Taipei Exchange Rules Governing Information Reporting by Companies with TPEx Listed Securities 3.Refer to Paragraph 4.5.4, Paragraph 5.2 and Paragraph

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4.7 Ethical management and Added commercial activities

The company shall engage in commercial activities in a fair and transparent manner based on the principle of ethical management.

Prior to any commercial transactions, the company shall take into consideration the legality of their agents, suppliers, clients, or other trading counterparties and whether any of them are involved in unethical conduct, and shall avoid any dealings with persons so involved. When entering into contracts with their agents, suppliers, clients, or other trading counterparties, the company shall include in such contracts terms requiring compliance with ethical corporate management policy and that in the event the trading counterparties are involved in unethical conduct, the company may at any time terminate or rescind the contracts.

	7.3 of ISO 37001.
	4.Added in
	accordance with
	Ethical Corporate
	Management Best
	Practice Principles
	of TWSE on May
	23, 2019.
	Added in
	accordance with
	Ethical Corporate Management Best
	Practice Principles of TWSE on May 23, 2019.

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	4.8 Organization and duty The directors, supervisors, managers, employees, mandataries, and substantial controllers of the company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management, the company shall establish a dedicated unit that is under the board of directors and avail itself of adequate resources and staff itself with competent personnel, responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. The dedicated unit shall be in charge of the following matters, and shall report to the board of directors on a regular basis (at least once a year): 4.8.1Assisting in incorporating ethics and moral values into the company's business strategy and adopting appropriate prevention	Added	Added in accordance with Ethical Corporate Management Best Practice Principles of TWSE on May 23, 2019.

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	measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations. 4.8.2Analyzing and assessing on a regular basis the risk of involvement in unethical conduct within the business scope, adopting accordingly programs to prevent unethical conduct, and setting out in each program the standard operating procedures and conduct guidelines with respect to the company's operations and business. 4.8.3Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct. 4.8.4Promoting and coordinating awareness and educational activities with respect to ethics policy. 4.8.5Developing a whistle-blowing system and ensuring its operating

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effectiveness. 4.8.6Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.

4.9 To comply with laws when conducting business. The company and their directors, supervisors, managers, employees, mandataries, and substantial controllers shall comply with laws and regulations and the prevention programs when conducting business.	Added	Added in accordance with Ethical Corporate Management Best Practice Principles of TWSE on May 23, 2019.
4.10Preventing conflicts of interest The directors, managers of the Company and other stakeholders attending or present at board meetings shall exercise a high degree of self-discipline; When a proposal at a given board of directors meeting concerns the personal interest of, or the interest of the juristic person represented by, the concerned person shall state the important aspects of the relationship of interest at the given board meeting. If his or her	4.4Preventing conflicts of interest The directors, managers of the Company and other stakeholders attending or present at board meetings shall exercise a high degree of self-discipline; When a proposal at a given board of directors meeting concerns the personal interest of, or the interest of the juristic person represented by, the concerned person shall state the important aspects of the relationship of interest at the	Amended in accordance with Ethical Corporate Management Best Practice Principles of TWSE on May 23, 2019. To make the articles more specific, only amended the words and the order.

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	participation is likely to prejudice the interest of the company, the concerned person may not participate in discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting and may not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in improper dealings. The Company's directors, managers, employees, mandataries, and substantial controllers shall not take advantage of their positions or influence in thecompanyto obtain improper benefits for themselves, their spouses, parents, children or any other person.	given board meeting. If his or her participation is likely to prejudice the interest of the company, the concerned person may not participate in discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting and may not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in improper dealings. The Company's directors, managers, employees, mandataries, and substantial controllers shall not take advantage of their positions or influence in the companies to obtain improper benefits for themselves, their spouses, parents, children or any other person.
	4.11Accounting and internal control The company shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results. The internal audit unit of	Added	Added in accordance with Ethical Corporate Management Best Practice Principles of TWSE on May 23, 2019.

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	the company shall, based on the results of assessment of the risk of involvement in unethical conduct, devise relevant audit plans? including auditees, audit scope, audit items, audit frequency, etc., and examine accordingly the compliance with the prevention programs. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary. The results of examination in the preceding paragraph shall be reported to senior management and the ethical management dedicated unit and put down in writing in the form of an audit report to be submitted to the board of directors.
	4.12 Operational procedures and guidelines The company shall establish operational procedures and guidelines in accordance with Article 4.4 hereof to guide directors, supervisors, managers, employees, and substantial controllers on how to conduct business. The procedures and guidelines should at least contain the following matters: 4.12.1Standards for determining whether improper benefits have been offered or accepted.	Added	Added in accordance with Ethical Corporate Management Best Practice Principles of TWSE on May 23, 2019.

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	4.12.2Procedures for offering legitimate political donations. 4.12.3 Procedures and the standard rates for offering charitable donations or sponsorship. 4.12.4 Rules for avoiding work-related conflicts of interests and how they should be reported and handled. 4.12.5 Rules for keeping confidential trade secrets and sensitive business information obtained in the ordinary course of business. 4.12.6 Regulations and procedures for dealing with suppliers, clients and business transaction counterparties suspected of unethical conduct. 4.12.7Handling procedures for violations of these Principles. 4.12.8Disciplinary measures on offenders.

	4.13Training and awareness programs The chairperson, general manager, or senior management of the company shall communicate the importance of corporate ethics to its directors, employees, and mandataries on a regular basis. The company shall periodically organize training and awareness	Added	Added in accordance with Ethical Corporate Management Best Practice Principles of TWSE on May 23, 2019.

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	programs for directors, supervisors, managers, employees, mandataries, and substantial controllers and invite the company's commercial transaction counterparties so they understand the companies' resolve to implement ethical corporate management, the related policies, prevention programs and the consequences of committing unethical conduct. The company shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system.
	4.14 Whistle-blowing system The company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following: 4.14.1An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow internal and external personnel of the company to submit reports. 4.14.2Dedicated personnel or unit appointed to handle the whistle-blowing system. Any tip involving	Added	Added in accordance with Ethical Corporate Management Best Practice Principles of TWSE on May 23, 2019.

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	a director or senior
	management shall be
	reported to the
	independent directors or
	supervisors. Categories of
	reported misconduct shall
	be delineated and standard
	operating procedures for
	the investigation of each
	shall be adopted.
4.14.3	Follow-up measures to be
	adopted depending on the
	severity of the
	circumstances after
	investigations of cases
	reported are completed.
	Where necessary, a case
	shall be reported to the
	competent authority or
	referred to the judicial
	authority.

4.14.4Documentation of case acceptance, investigation processes, investigation results, and relevant documents. 4.14.5Confidentiality of the identity of whistle-blowers and the content of reported cases, and an undertaking regarding anonymous reporting. 4.14.6Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing. 4.14.7Whistle-blowing incentive

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	When
	4.15 Information disclose The company shall collect quantitative data about the promotion of ethical management and continuously analyze and assess the effectiveness of the promotion of ethical management policy. They shall also disclose the measures taken for implementing ethical corporate management, the status of implementation, the foregoing quantitative data, and the effectiveness of promotion on their company websites, annual reports, and prospectuses, and shall disclose their ethical corporate management best practice principles on the Market Observation Post System.	Added	Added in accordance with Ethical Corporate Management Best Practice Principles of TWSE on May 23, 2019.
	4.16 To review and improve implementation of ethical management The company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and	Added	Added in accordance with Ethical Corporate Management Best Practice Principles of TWSE on May 23, 2019.

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	encourage their directors, supervisors, managers, and employees to make suggestions, based on which the adopted ethical corporate management policies and measures taken will be reviewed and improved with a view to achieving better implementation of ethical management.
	4.17 Penal Provisions The Company shall adopt and publish a well-defined disciplinary and appeal system for handling violations of the ethical corporate management rules, and shall make immediate disclosure on the company's internal website of the title and name of the violator, the date and details of the violation, and the actions taken in response. If any of the Company's staff violates these Principles, the Company shall handle the violation in accordance with Reward and Punishment Regulations or related regulation. If there is any violation of the applicable laws, he/she will be reported to judicial authorities for investigation.	4.6 Penal Provisions If any of the Company's staff violates these Principles, the Company shall handle the violation in accordance with Reward and Punishment Regulations or related regulation. If there is any violation of the applicable laws, he/she will be reported to judicial authorities for investigation.	Amended in accordance with Ethical Corporate Management Best Practice Principles of TWSE on May 23, 2019. To make the articles more specific, only amended the order and added contents.
	4.18 Implement These Principles shall be approved by the audit committee, then delivered to board of directors and proposed to the shareholders’ meeting for approval, also apply to the	4.7 These Principles shall be approved by the audit committee, then delivered to board of directors and proposed to the shareholders’ meeting for approval, also	Amended in accordance with Ethical Corporate Management Best Practice Principles of TWSE on May 23, 2019. To make

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investment company; any amendments shall also follow the same procedure.When the Company submits its ethical corporate management best practice principles to the board of directors for discussion pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. Any objections or reservations of any independent director shall be recorded in the minutes of the board of directors meeting. An independent director that cannot attend the board meeting in person to express objections or reservations shall provide a written opinion before the board meeting, unless there is some legitimate reason to do otherwise, and the opinion shall be specified in the minutes of the board of directors meeting.	apply to the investment company; any amendments shall also follow the same procedure.	the articles more specific, only amended the order and added contents.

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Attachment 9

REGAL HOLDING CO., LTD.

Comparison Table of “Procedures for Ethical Management and Guidelines for Conduct” Before and After Revision

Proposal for the Amendment (2nd Version)	Proposal for the Amendment (1st Version)	Description
5. Responsible unit	5. Responsible unit The Company shall designate the office of board secretary as the solely responsible unit (hereinafter, "responsible unit") under the board of directors and in charge of the amendment, implementation, interpretation, and advisory services with respect to these Procedures and Guidelines, the recording and filing of reports, and the monitoring of implementation. The responsible unit shall be in charge of the following matters and also submit regular reports to the board of directors: (1)Assisting in incorporating ethics and moral values into the Company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations. (2)Adopting programs to	1. To make the articles more specific, only amended the words. 2. Amended in accordance with Article 17 of Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. 3. Amended in accordance with Article 17 of Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. 4. Amended in accordance with Article 8 of Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
The
the
(2)

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	prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to the Company's operations and business. (3) to (6) (omitted) Added












6. Prohibition against providing or accepting improper benefits Except under one of the following circumstances, when providing, accepting, promising, or requesting, directly or indirectly, any benefits as specified in Article 4, the conduct of the given personnel of the Company shall comply with the provisions of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies and these Procedures and Guidelines, and the relevant procedures shall have been carried out: (1) to (5) (omitted) (6) Other conduct that complies	6. Prohibition against providing or accepting improper benefits Except under one of the following circumstances, when providing, accepting, promising, or requesting, directly or indirectly, any benefits as specified in Article 4, the conduct of the given personnel of the Company shall comply with the provisions of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies and these Procedures and Guidelines, and the relevant procedures shall have been carried out: (1) to (5) (omitted) (6) Other conduct that complies	To make the articles more specific, only amended the words.

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	with the rules of the Company.	with the rules of Company.
	9.Procedures for handling political contributions Political contributions by the Company shall be made in accordance with the following provisions, reported to the supervisor (the chairman of the board) in charge for approval. It shall be made only after being reported to and approved by the board of directors: (1) to (3) (omitted) (4) In making political contributions, commercial dealings, applications for permits, or carrying out other matters involving the interests oftheCompany with the related government agencies shall be avoided.	9.Procedures for handling political contributions Political contributions by the Company shall be made in accordance with the following provisions, reported to the supervisor (the chairman of the board) in charge for approval. It shall be made only after being reported to and approved by the board of directors: (1) to (3) (omitted) (4) In making political contributions, commercial dealings, applications for permits, or carrying out other matters involving the interests of Company with the related government agencies shall be avoided.	To make the articles more specific, only amended the words.
	11.Recusal When a Company director , supervisor, officer or other stakeholder attending or present at a board meeting, or the juristic person represented thereby, has a stake inany agenda item, that director, supervisor, officer or stakeholder shall state the important aspects of the stake in	11.Recusal When a Company director , supervisor, officer or other stakeholder attending or present at a board meeting, or the juristic person represented thereby, has a stake in a proposal at the meeting , that director, supervisor, officer or stakeholder shall state the important aspects of the stake in	1. Amended in accordance with Paragraph 1,Article 16 of Regulations Governing Procedure for Board of Directors Meetings of

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	the meeting and, where there is a likelihood that the interests of the Company would be prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner. 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 has interests in the matters under discussion in the meeting of the preceding paragraph, such director shall be deemed to have a personal interest in the matter. If in the course of conducting company business, any personnel of the Company discovers that a potential conflict of interest exists involving themselves or the juristic person that they represent, or that they or their spouse, parents, children, or a person with whom they have a relationship of interest is likely to obtain improper benefits, the personnel shall report the	the meeting and, where there is a likelihood that the interests of Company would be prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner. Added If in the course of conducting company business, any personnel of the Company discovers that a potential conflict of interest exists involving themselves or the juristic person that they represent, or that they or their spouse, parents, children, or a person with whom they have a relationship of interest is likely to obtain improper benefits, the personnel shall report the	Public Companies 2. Amended in accordance with Paragraph 3,Article 206 of Company Act 3. Only amended the orders 4. To make the articles mor specific, only amended the order and the words.

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relevant matters to both his or her immediate supervisor and the responsible unit, and the immediate supervisor shall provide the personnel with proper instructions. No personnel of the Company may use company resources on commercial activities other than those oftheCompany, nor may any personnel's job performance be affected by his or her involvement in the commercial activities other than those ofthe Company.	relevant matters to both his or her immediate supervisor and the responsible unit, and the immediate supervisor shall provide the personnel with proper instructions. No personnel of the Company may use company resources on commercial activities other than those of Company, nor may any personnel's job performance be affected by his or her involvement in the commercial activities other than those of Company.
12.Special unit in charge of confidentiality regime and its responsibilities The Company shall set up a special unit charged with formulating and implementing procedures for managing, preserving, and maintaining the confidentiality of the Company's trade secrets, trademarks, patents, works and other intellectual properties and it shall also conduct periodical reviews on the results of implementation to ensure the sustained effectiveness of the confidentiality procedures. All personnel of the Company shall faithfully follow the operational directions pertaining to intellectual properties as mentioned in the preceding paragraph and may not disclose to any other party any trade	12.Special unit in charge of confidentiality regime and its responsibilities The Company shall set up a special unit charged with formulating and implementing procedures for managing, preserving, and maintaining the confidentiality of the Company's trade secrets, trademarks, patents, works and other intellectual properties and it shall also conduct periodical reviews on the results of implementation to ensure the sustained effectiveness of the confidentiality procedures. All personnel of the Company shall faithfully follow the operational directions pertaining to intellectual properties as mentioned in the preceding paragraph and may not disclose to any other party any trade	To make the articles more specific, only amended the words.

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secrets, trademarks, patents, works, and other intellectual properties oftheCompany of which they have learned, nor may they inquire about or collect any trade secrets, trademarks, patents, and other intellectual properties ofthe Company unrelated to their individual duties.	secrets, trademarks, patents, works, and other intellectual properties of Company of which they have learned, nor may they inquire about or collect any trade secrets, trademarks, patents, and other intellectual properties of Company unrelated to their individual duties.
13. Prohibition engaging in unfair competitive practices (omitted)	13.Prohibition against disclosure of confidential information (omitted)	Amended in accordance with Article 15 of Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
14.Prevent products and services from damaging stakeholders (omitted)	14.Prohibition against insider trading (omitted)	Amended in accordance with Article 16 of Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies.
15.Prohibition against insider trading and non-disclosure agreement (omitted)	15.Non-disclosure agreement (omitted)	1. Amended in accordance with Paragraph 1 of Article 15.
16.Announcement of policy of ethical management and complying The Company shall request their directors and senior management to issue a statement of compliance with the ethical management policy and require in the terms of	16.Announcement of policy of ethical management to outside parties Added	1. Amended in accordance with Article 15 of Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed

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	employment that employees comply with such policy. The Company shall disclose its policy of ethical management in its internal rules, annual reports, on the company's websites, and in other promotional materials, and shall make timely announcements of the policy in events held for outside parties such as product launches and investor press conferences, in order to make its suppliers, customers, and other business-related institutions and personnel fully aware of its principles and rules with respect to ethical management.	The Company shall disclose its policy of ethical management in its internal rules, annual reports, on the company's websites, and in other promotional materials, and shall make timely announcements of the policy in events held for outside parties such as product launches and investor press conferences, in order to make its suppliers, customers, and other business-related institutions and personnel fully aware of its principles and rules with respect to ethical management.	Companies. 2.Only amended the orders.
	18.Statement of ethical management policy to counterparties in commercial dealings Any personnel of the Company, when engaging in commercial activities, shall make a statement to the trading counterparty about the Company's ethical management policy and related rules, and shall clearly refuse to provide, promise, request, or accept, directly or indirectly, any improper benefit in whatever form or name.	18.Statement of ethical management policy to counterparties in commercial dealings Any personnel of the Company, when engaging in commercial activities, shall make a statement to the trading counterparty about Company's ethical management policy and related rules, and shall clearly refuse to provide, promise, request, or accept, directly or indirectly, any improper benefit in whatever form or name.	To make the articles more specific, only amended the words.
	19.Avoidance of commercial dealings with unethical operators All personnel of the Company shall avoid business transactions	19.Avoidance of commercial dealings with unethical operators All personnel of the Company shall avoid business transactions	To make the articles more specific, only amended the words.

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with an agent, supplier, customer, or other counterparty in commercial interactions that is involved in unethical conduct. When the counterparty or partner in cooperation is found to have engaged in unethical conduct, the personnel shall immediately cease dealing with the counterparty and blacklist it for any further business interaction in order to effectively implement the Company's ethical management policy.	with an agent, supplier, customer, or other counterparty in commercial interactions that is involved in unethical conduct. When the counterparty or partner in cooperation is found to have engaged in unethical conduct, the personnel shall immediately cease dealing with the counterparty and blacklist it for any further business interaction in order to effectively implement Company's ethical management policy.
21.Handling of unethical conduct by personnel of the Company Paragraph 1 to Paragraph 2 (omitted) A whistleblower shall at least furnish the following information (1) The whistleblower’s name and I.D. number, it could be an undertaking regarding anonymous reportingand an address, telephone number and e-mail address where it can be reached. (2) to (3) (omitted) Company personnel handling whistle-blowing matters shall represent in writing they will keep the whistleblowers’ identity and contents of information confidential. The Company also undertakes to protect the whistleblowers from improper treatment due to their	21.Handling of unethical conduct by personnel of the Company Paragraph 1 to Paragraph 2 (omitted) A whistleblower shall at least furnish the following information: (1) The whistleblower’s name and I.D. number, and an address, telephone number and e-mail address where it can be reached. (2) to (3) (omitted) Company personnel handling whistle-blowing matters shall represent in writing they will keep the whistleblowers’ identity and contents of information confidential. The Company also undertakes to protect the whistleblowers from improper treatment due to their	1. Amended in accordance with Article 13 of Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies 2. To make the articles more specific, only amended the words.

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whistle-blowing. The responsible unit of the Company shall observe the following procedure ofwhistle-blowing: (1) to (2) (omitted) (3) If a person being informed of is confirmed to have indeed violated the applicable laws and regulations or the Company's policy and regulations of ethical management, the Company shall immediately require the violator to cease the conduct and shall make an appropriate disposition. When necessary,a case shall be reported to the competent authority or referred to the judicial authority orthe Company will institute legal proceedings and seek damages to safeguard its reputation and the Company’s rights and interests. (omitted)	whistle-blowing. The responsible unit of the Company shall observe the following procedure: (1) to (2) (omitted) (3) If a person being informed of is confirmed to have indeed violated the applicable laws and regulations or the Company's policy and regulations of ethical management, the Company shall immediately require the violator to cease the conduct and shall make an appropriate disposition. When necessary, the Company will institute legal proceedings and seek damages to safeguard its reputation and its rights and interests. (omitted)
22.Actions upon event of unethical conduct by others towards the Company If any personnel of the Company discovers that another party has engaged in unethical conduct towardstheCompany, and such unethical conduct involves alleged illegality,the Company shall report the relevant facts to the judicial and prosecutorial authorities; where	22.Actions upon event of unethical conduct by others towards the Company If any personnel of the Company discovers that another party has engaged in unethical conduct towards Company, and such unethical conduct involves alleged illegality, Company shall report the relevant facts to the judicial and prosecutorial authorities; where a public	To make the articles more specific, only amended the words.

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a public service agency or public official is involved, the Company shall additionally notify the governmental anti-corruption agency.	service agency or public official is involved, the Company shall additionally notify the governmental anti-corruption agency.
23.Awareness sessions, establishment of a system for rewards, penalties, and complaints, and related disciplinary measures Paragraph 1 to Paragraph 2 (omitted) If any personnel of the Company seriously violates ethical conduct,theCompany shall dismiss the personnel from his or her position or terminate his or her employment in accordance with applicable laws and regulations or the personnel policy and procedures of the Company. (omitted)	23.Establishment of a system for rewards, penalties, and complaints, and related disciplinary measures Paragraph 1 to Paragraph 2 (omitted) If any personnel of the Company seriously violates ethical conduct, Company shall dismiss the personnel from his or her position or terminate his or her employment in accordance with applicable laws and regulations or the personnel policy and procedures of the Company. (omitted)	1. Amended in accordance with Paragraph 1 of Article 23. 2. To make the articles more specific, only amended the words.

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Attachment 10

List of Candidates of 4[th] Term of Directors and Independent Directors

Title	Name	Main Working/Education Experience	Number of Shares holding
Director	Solar Jewelers Group Corp. Representative: PHACHARAPON PHAIBOONSUNTORN	EMBA, College of Management, National Taipei University of Technology Graduated from Engineering Dept., Shin Rong Senior High School Manager of Production Division,Regal JewelryManufacture Co.,Ltd.	Juristic person: 13,760,000 Representative: 925,800
Director	Hyperion Trading Co., Ltd. Representative: SARAYUTH MUNGCHITVITSAVAKORN	Diploma of Management courses in Management & Psychology Institute, Thailand Graduated from Suankularb high school, Thailand Manager of Production Dept.,Regal JewelryManufacture Co.,Ltd.	Juristic person: 1,463,682 Representative: 284,800
Director	Orlog Global Co., Ltd. Representative: LIN,CIOU-YI	Bachelor, International Business Management, Mahidol University Manager of Sales Dept.,Regal JewelryManufacture Co.,Ltd.	Juristic person: 889,117 Representative: 244,800
Director	Unique Global Investment Inc. Representative: LIN,CHIN-SAN	Bachelor of Business Administration & Management, Pepperdine University	Juristic person: 398,000 Representative: 160,000
Director	Ausrine Marketing Corp. Representative: LAI,JIN-HE	Graduated from Yongjing Junior high school	Juristic person: 1,276,800 Representative: 0
Independent Director	LEE, TSUNG-PEI	Ph. D., Economics, National Chengchi University Dean of International Trade, Fujen Catholic University Director of Master’s Program in Finance, Fujen Catholic University Project Chief Executive, Vice President Office of International Affairs, Fujen Catholic University	None.
Independent Director	YEH, KUANG -CHOU	Ph. D., Law, National Chengchi University Attorney, Formosan Brothers Attorneys-at-Law Advisory, Executive Yuan Secretary, Ministry of Justice P.T. lecturer, Applied Living Science, Shih Chien University P.T. lecturer, Accounting Information, Chihlee College of Technology P.T. Assistant Professor of Taiwan Baptist Theological Seminary Attorney-in-Charge,BringingHope Law Firm	None.
Independent Director	GUAN, JYH-LIANG	Ph.D., Business Administration, National Chengchi University Member of advisory committee, Directorate General of Highways Dean of Applied Economics and Management and director of Graduate program, National Ilan University Dean of Student Affairs, Kainan University Dean of Business and Entrepreneurial Management and Director of Graduate program, Kainan University Member of Performance Evaluation Committee of Managing Municipal Institutions,Taipei City	None.

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Attachment 11

REGAL HOLDING CO., LTD.

List of Proposal of Removal the Non-Compete Restriction Against the Newly Elected Directors

Name	Title	Concurrent positions in the Company and other companies
Solar Jewelers Group Corp. Representative: PHACHARAPON PHAIBOONSUNTORN	Director	Chairman, Regal Jewelry Manufacture Co., Ltd. Chairman, Regal Plating Co., Ltd. Director, Solar Jewelers Group Corp. Director, Arianna Investment Co., Ltd. Director, International Biz Co., Ltd. Chairman, Regal Management Solution Co., Ltd. Chairman, Chaporo Co., Ltd.
Hyperion Trading Co., Ltd. Representative: SARAYUTH MUNGCHITVITSAVAKORN	Director	Director and Deputy General Manager, Production, Regal Jewelry Manufacture Co., Ltd. Director, Regal Plating Co., Ltd. Director, Hyperion Trading Co., Ltd.
Orlog Global Co., Ltd. Representative: LIN, CIOU-YI	Director	Director and Deputy General Manager, Sales, Regal Jewelry Manufacture Co., Ltd. Director, Orlog Global Co., Ltd. Director, Apolo Global Business Corp.
Unique Global Investment Inc. Representative: LIN, CHIN-SAN	Director	Director, Formosa Marketing Co., Ltd. Director, Elemental Creation Inc. Chairman, Linden Integrated Co., Ltd.
LEE, TSUNG-PEI	Independent Director	Independent director, Land Bank of Taiwan Independent director, Powertech Industrial Co., Ltd.

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Appendix 1

COMPANIES LAW (REVISED) 開曼群島公司法（及其修正）

COMPANY LIMITED BY SHARES 股份有限公司

AMENDED AND RESTATED ARTICLES OF ASSOCIATION 修訂及重述章程

OF

REGAL HOLDING CO., LTD.

(Adopted by a special resolution passed on [-] 2019) ( 經 2019 年 [06] 月 [28] 日特別決議通過生效 )

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Table A 表格 A INTERPRETATION 釋義

Definitions 定義

SHARES 股份

Power to Issue Shares
發行股份之權力
1. Redemption and Purchase of Shares

贖回及買回股份 4. Rights Attaching to Shares 股份所附權利

Share Certificates 股票
Preferred Shares 特別股

REGISTRATION OF SHARES 股份登記

Register of Members 股東名冊
Registered Holder Absolute Owner 登記持有人為絕對所有人
Transfer of Registered Shares 記名股份轉讓
Transmission of Registered Shares 記名股份移轉

ORDINARY RESOLUTION, SPECIAL RESOLUTION AND SUPERMAJORITY RESOLUTION 普通決議、特別決議及重度決議

Alteration of Capital 變更資本
Special Resolution and Supermajority Resolution 特別決議及重度決議
Variation of Rights Attaching to Shares 股份權利之變更

DIVIDENDS AND CAPITALISATION 股息及撥充資本

Dividends

股息 15. Capital Reserve and Power to Set Aside Profits 資本公積及盈餘之提撥

Method of Payment 付款方式
Capitalisation 撥充資本

MEETINGS OF MEMBERS 股東會

Annual General Meetings

股東常會 19. Extraordinary General Meetings 股東臨時會

Notice
通知
Giving Notice 寄發通知
Postponement of General Meeting 股東會延期
Quorum and Proceedings at General Meetings 股東會之法定出席數及議事程序
Chairman to Preside 會議主席
Voting on Resolutions 股東表決
Proxies 代理
Proxy Solicitation 委託書徵求
Dissenting Member's Appraisal Right 異議股東股份收買請求權
Shares that May Not be Voted 無表決權股份
Voting by Joint Holders of Shares 共同股份持有人之表決
Representation of Corporate Member 法人股東之代表
Adjournment of General Meeting 股東會延會
Directors Attendance at General Meetings 董事出席股東會

DIRECTORS AND OFFICERS 董事及經理人

Number and Term of Office of Directors 董事人數及任期
Election of Directors 董事選舉
Removal of Directors 董事解職
Vacation of Office of Director 董事職位之解除
Compensation of Directors 董事報酬
Defect in Election of Director 董事選舉瑕疵
Directors to Manage Business 董事管理業務
Powers of the Board of Directors 董事會之職權
Register of Directors and Officers 董事及經理人名冊
Officers

經理人

Appointment of Officers 指派經理人
Duties of Officers 經理人職責
Compensation of Officers 經理人報酬
Conflict of Interest 利益衝突
Indemnification and Exculpation of Directors nd Officers 董事及經理人之補償及免責

MEETINGS OF THE BOARD OF DIRECTORS 董事會

Board Meetings 董事會
Notice of Board Meetings 董事會通知
Participation in Meetings by Video Conference 視訊會議參與董事會
Quorum at Board Meetings 董事會之法定出席數
Board to Continue in the Event of Vacancy 董事會成員缺額之運作
Chairman to Preside 董事會主席
Validity of Prior Acts of the Board 董事會先前行為之效力 CORPORATE RECORDS 公司記錄
Minutes 議事錄
Register of Mortgages and Charges 抵押擔保登記簿
Form and Use of Seal 印章之形式和使用

TENDER OFFER AND ACCOUNTS 公開收購及帳簿

Tender Offer

公開收購 60. Books of Account 會計帳簿

Financial Year End 會計年度結束

AUDIT COMMITTEE 審計委員會 62. Number of Committee Members 委員會人數 63. Power of Audit Committee 審計委員會之職權 VOLUNTARY DISSOLUTION AND WINDING-UP 自願解散和清算

Voluntary Dissolution and Winding-Up 自願解散和清算

CHANGES TO CONSTITUTION 變更章程 65. Changes to Articles 變更章程

Litigious and Non-Litigious Agent 訴訟及非訴訟代理人

Appointment of Litigious and Non-Litigious Agent 委任訴訟及非訴訟代理人

OTHERS 其他

ROC Securities Laws and Regulations 中華民國證券法令
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THE COMPANIES LAW (REVISED) 開曼群島公司法（及其修正）

COMPANY LIMITED BY SHARES 股份有限公司

AMENDED AND RESTATED ARTICLES OF ASSOCIATION 修訂及重述章程 OF

REGAL HOLDING CO., LTD.

(Adopted by a special resolution passed on [-] 2019) (經 2019 年[06]月[28]日特別決議通過生效)

Table A 表格 A

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

開曼公司法（如后定義）附件一表格 A 中之法令不適用於本公司。

INTERPRETATION 釋義

1. Definitions

定義

1.1 In these Third Amended and Restated Articles, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:
第三次修訂及重述章程中，下列文字及用語於與前後文內容不牴觸之情況下，應定義如下：
(i) Applicable Law the Applicable Public Company Rules, the Law or such “ 適用法律 ” other rules or legislation applicable to the Company; 指公開發行公司規則、開曼公司法或其他適用於公司之規則或法令。
(ii) Applicable Public the ROC laws, rules and regulations (including, without Company Rules limitation, the Company Law of the ROC, the “ 公開發行公司規則 ” 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
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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; 指相關主管機關隨時針對公開發行公司或任何在臺灣之證券交易所或證券市場上市或上櫃公司訂定之中華民國法律、規則和規章（包括但不限於中華民國公司法、證券交易法、金管會（定義如后）發布之法令規章、證交所（定義如后）或櫃買中心（定義如后）發布之規章制度，及其日後之修訂版本），而經相關主管機關要求應適用公司者。

(iii) Articles the Articles of Association as altered from time to “ 章程 ” time; 指不時變更之本章程。
(iv) Audit Committee “ 審計委員會 ”
the audit committee of the Board, which shall comprise solely of all the Independent Directors of the Company;
指董事會轄下之審計委員會，由公司之全體獨立董事組成。
(v) Board “ 董事會 ”
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;
指依本章程指派或選舉之董事會，並依本章程於達法定出席人數之董事會議中行使權限。
(vi) Capital Reserve “ 資本公積 ”
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;
為本章程之目的，係指公司依開曼公司法發行股份之溢價加計受領贈與後之金額。
(vii) Chairman the Director elected amongst all the Directors as the “ 董事長 ” chairman of the Board; 指由所有董事間選出擔任董事會主席之董事。
(viii) Company Regal Holding Co., Ltd.; “ 公司 ” 指 Regal Holding Co., Ltd.

。指 Regal Holding Co., Ltd.

(ix) Compensation Committee “ 薪資報酬委員會 ”
a committee of the Board, which shall be comprised of professional individuals and having the functions, in each case, prescribed by the Applicable Public Company Rules;
指董事會轄下，依公開發行公司規則之規定由專業人士組成，並具有所規定之各項職能之一委員會。
(x) Cumulative Voting “ 累積投票制 ”
(xi) Directors “ 董事 ”
the voting mechanism for an election of Directors as described in Article 35.2 hereof; 指本章程第 35.2 條所規定之選舉董事之投票機制。
the directors for the time being of the Company and shall include any and all Independent Director(s);
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指公司當時之董事，包括任一和全部獨立董事。

(xii) Electronic Record has the same meaning as in the Electronic “ 電子紀錄 ” Transactions Law; 定義如《電子交易法》之定義。 (xiii) Electronic Transactions the Electronic Transactions Law (2003 Revision) of Law the Cayman Islands; “ 電子交易法 ” 指開曼群島之《電子交易法》（ 2003 年修訂）。 (xiv) ESM the emerging stock market of the ROC; “ 興櫃 ” 指中華民國之興櫃股票市場。

(xv) 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 “ 二親等以內之親屬關 second degree shall include the parents, siblings, 係 ” grandparents, children and grandchildren of the first person as well as the parents, siblings and grandparents of the first person's spouse;

就任一人而言，指另一人因血緣或婚姻之緣故而與該人有親屬關係，且係屬二親等以內之關係，應包括該任一人之父母、兄弟姊妹、祖父母、子女、孫子女、及該任一人之配偶之父母、兄弟姊妹及祖父母。

(xvi) FSC the Financial Supervisory Commission of the ROC; “ 金管會 ” 指中華民國金融監督管理委員會。 (xvii) Independent Directors the Directors who are elected as "Independent “ 獨立董事 ” Directors" in accordance with the Applicable Public Company Rules or the Articles; 指依公開發行公司規則或本章程選出之獨立董事。

(xviii) Joint Operation Contract “ 共同經營契約 ”
(xix) Law
“ 開曼公司法 ”
(xx) Lease Contract “ 營業出租契約 ”

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; 指公司與他人，或其他機構所訂立之契約，契約各當事人同意，將按契約條款共同經營某一事業，並共擔虧損、共享獲利者。

The Companies Law (as amended) of the Cayman Islands and every modification, reenactment or revision thereof for the time being in force; 指開曼群島之公司法（含其後修訂）及所有對現行法之修正、重新制定或修訂。

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; 指公司與他人所訂立之契約或協議，約定將公司之
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某些必要機具及資產出租予對方，而該他人以自身名義經營公司之全部營業；公司則自該他人受領一筆事先約定之報酬作為對價。
(xxi) Litigious and a person appointed by the Company pursuant to the Non-Litigious Agent Applicable Law as the Company’s process agent for “ 訴訟及非訴訟代理人 ” 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;
指公司為在相關司法管轄地收受文書，而依適用法律所指定之送達代收人並為公司依中華民國證券交易法在中華民國境內之負責人。
(xxii) Management Contract “ 委託經營契約 ”
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;
公司與他人所訂立之契約或協議，依該契約或協議委託對方以公司名義，並基於公司利益，經營公司之事業，公司則向該方給付一筆事先約定之報酬做為對價；該部分事業之獲利和虧損，仍繼續由公司享有及負擔。
(xxiii) Market Observation the public company reporting system maintained by Post System the TSE; “ 公開資訊觀測站 ” 指證交所（如下定義）維護之公開發行公司申報系統。
(xxiv) Member the person registered in the Register of Members as “ 股東 ” 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; 指股東名冊登記持有公司股份之股東，若為二人以上登記為共同持有股份者，指股東名簿中登記為第一位之共同持有人或全部共同持有人，依其前後文需求適用之。
(xxv) Memorandum the memorandum of association of the Company; “ 章程大綱 ” 指公司章程大綱。
(xxvi) Merger “ 合併 ”

means : 指：

(a) a "merger" or "consolidation" as defined under the Law ; or 開曼公司法所定義之「併購」或「合併」；或
(b) other forms of mergers and acquisitions which fall within the definition of "merger and/or consolidation" under the Applicable Public
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Company Rules; 其他符合公開發行公司規則定義之「併購及／或合併」。

(xxvii) Month calendar month; “ 月 ” 指日曆月。
(xxviii) Notice written notice as further provided in the Articles “ 通知 ” unless otherwise specifically stated; 除另有指明外，指本章程所指之書面通知。
(xxix) Officer any person appointed by the Board to hold an office “ 經理人 ” in the Company; 任何經董事會指派擔任公司職務之人。
(xxx) Ordinary Resolution a resolution passed at a general meeting (or, if so “ 普通決議 ” specified, a meeting of Members holding a class of shares) of the Company by not less than a simple majority of the votes cast;
指公司股東會中（或如特別指明，持有特定種類股份之股東會議）以簡單多數決通過的決議。
(xxxi) Preferred Shares “ 特別股 ”
(xxxii) Private Placement “ 私募 ”
has the meaning given thereto in Article 6; 其意義如本章程第 6 條之定義。
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;
指股份登錄興櫃或上市櫃期間，由公司依公開發行公司規則私募股份或公司之其他證券。
(xxxiii) Register of Directors and Officers “ 董事及經理人名冊 ”
(xxxiv) Register of Members “ 股東名冊 ”
- the register of directors and officers referred to in Article 42 hereof;
- 本章程第 42 條所指董事及經理人名冊。
- 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;
- 指公司依開曼公司法備置之股東名冊，且公司股份登錄興櫃買賣或上市櫃者，則指公司依公開發行公司規則備置之股東名冊。
(xxxv) Registered Office
“ 註冊處所 ”
(xxxvi) Related Parties “ 關係人 ”
(xxxvii)Restricted Shares “ 限制型股票 ”
(xxxviii) ROC
the registered office for the time being of the Company;
指公司當時之註冊營業處所。

has the meaning as set out in No. 24 of the International Accounting Standard; 定義如國際會計準則第 24 號之定義。

has the meaning given thereto in Article 2.5; 其意義如本章程第 2.5 條之定義。
Taiwan, the Republic of China;
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“ 中華民國 ” 指臺灣，中華民國。
(xxxix) Seal “ 印章 ”
(xl) Secretary “ 秘書 ”

the common seal or any official or duplicate seal of the Company; 指公司通用圖章或正式或複製之印章。

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;

經指派執行所有公司秘書職務之人，包括任何代理或助理秘書，及任何經董事會指派執行該秘書職務之人。

(xli) share(s) “ 股份 ”
(xlii) Special Resolution “ 特別決議 ”
(xliii) Subsidiary “ 附屬公司 ”

share(s) of par value New Taiwan Dollars 10.00 each in the Company; 指每股面額新台幣 10.00 元之公司股份。

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; 在不違反開曼公司法情形下，指於公司股東會中，經有權參與表決之股東親自出席、或經由委託書表決、或經法人股東或非自然人股東合法授權之代表出席表決，經計算每位股東有權表決權數後，以出席股東表決權至少三分之二同意通過之決議；
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;

就任一公司而言，指 (1) 被該公司直接或間接持有超過半數已發行有表決權之股份總數或全部資本總額之公司；或 (2) 該公司對其人事、財務或業務經營有直接或間接控制權之公司。

(xliv) Supermajority Resolution “ 重度決議 ”
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; 由代表公司已發行股份總數三分之二以上之股東出
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席者，指由該等出席股東表決權過半數同意通過之決議；或如出席股東會之股東所代表之股份總數，少於公司已發行股份總數之三分之二，但超過公司已發行股份總數之半數時，則指由該等出席股東表決權三分之二以上之同意通過之決議。

(xlv) Treasury Shares “ 庫藏股 ”
- means shares of the Company held in treasury pursuant to the Law and the Articles; 指本公司依開曼公司法及本章程持有庫藏之股份。
(xlvi) TDCC
TDCC the Taiwan Depository & Clearing Corporation; “ 集保結算所 ” 指臺灣集中保管結算所股份有限公司。
(xlvii) TPEx
```
 - the Taipei Exchange;
```
- “ 櫃買中心 ” 指財團法人中華民國證券櫃檯買賣中心。
(xlviii) TSE
- TSE the Taiwan Stock Exchange Corporation; and “ 證交所 ” 臺灣證券交易所股份有限公司。
(xlix) Year calendar year. “ 年 ” 日曆年。
1.2 In the Articles, where not inconsistent with the context: 本章程中，於內容不牴觸之情況下：
(a) words denoting the plural number include the singular number and vice versa; 複數詞語包括單數含義，反之亦然；
(b) words denoting the masculine gender include the feminine and neuter genders; 陽性詞語包括陰性及中性含義；
(c) words importing persons include companies, associations or bodies of persons whether corporate or not;
- 人包括公司、組織或個人團體，不論是否為公司；
(d) the words:文字
- (i) "may" shall be construed as permissive; and “ 得 ” 應被解釋為 “ 可以 ” ；
- (ii) "shall" shall be construed as imperative; “ ” “ ” 。應應被解釋為必須
(e) "written" and "in writing" include all modes of representing or reproducing words in visible form, including the form of an Electronic Record;
- “ 書面 ” 和 “ 以書面形式 ” 包括所有以可視形式呈現的重述或複製之文字模式，包括電子紀錄；
(f) a reference to statutory provision shall be deemed to include any amendment or re-enactment thereof;
- 所提及任何法律或規章之規定應包括該規定之增補或重新制定；
(g) unless otherwise provided herein, words or expressions defined in the Law shall bear the same meaning in the Articles; and
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除另有規定，於開曼公司法定義之文字或意義於本章程應有相同解釋；且

(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. 除本章程明定者外，電子交易法第八條所規定的各項義務及要求均不適用。
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.
本章程中，除非有相反之意思，「書面」包含傳真、列印、印刷、相片、電子郵件及其他以可見方式顯示文字之態樣。
1.4 Headings used in the Articles are for convenience only and are not to be used or relied upon in the construction hereof.
本章程之標題僅為方便之用，不應用以或據以解釋本章程。

股份

2. Power to Issue Shares 發行股份之權力

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.
- 除適用法律、本章程或股東會另有決議外，於未損及任何現有股份或股別持有人之特別權利下，董事會有權依其決定之條件發行任何公司尚未發行之股份，且得依股東決議發行任何就股息、表決權、資本返還或其他事項具有優先權、遞延權或其他特殊權利或限制之股份或股別（包括就股份所發行得棄權或其他種類之選擇權、認股權憑證和其他權利），惟除依開曼公司法規定及公開發行公司規則外，不得折價發行股票。
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.
- 除本章程另有規定外，公司發行新股應經董事會三分之二以上董事出席及出席董事超過二分之一之同意，並限於公司之授權資本內為之。
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
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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.

股份登錄興櫃買賣或上市櫃期間，本公司在中華民國境內辦理現金增資發行新股時，除適用法律另有規定或經金管會或櫃買中心或證交所（依其情形適用之）認為公司無須或不適宜辦理外，公司應提撥發行新股總額百分之十，在中華民國境內對外公開發行（下稱「公開銷售部分」）；然若股東會以普通決議另為較高比率之決議者，從其決議，並提撥相當於該等較高比率之股份作為公開銷售部分。公司得保留發行新股總額百分之十至百分之十五供本公司及附屬公司之員工認購（下稱「員工認股部分」）。公司對該等員工認購之新股，得限制在一定期間內不得轉讓，但其期間最長不得超過二年。

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.
除經股東會另以普通決議為不同決議外，公司依本章程第 2.3 條辦理現金增資發行新股時，於依本章程第 2.3 條提撥公開銷售部分（為免疑義，包含公司依第 2.3 條增資發行新股，股東會決議提撥高於發行新股總額百分之十之股份在中華民國境內對外公開發行，其超過發行新股總額百分之十的部分）及員工認股部分後，應公告及書面通知原有股東，其有權按照原有股份比例優先認購剩餘新股。公司應在前開公告中聲明行使此優先認股權之方式，及若任何股東逾期不認購者，視為喪失其權利。原有股東持有股份按比例不足分認一新股者，得依董事會決定之條件及公開發行公司規則，合併其認股權而以單一股東名義共同認購一股或多股；原有股東於前述時間內未認足者，公司得就未認購部分依符
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合公開發行公司規則之方式辦理公開銷售或洽特定人認購。

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.
於不違反或牴觸適用法律之前提下，公司得經股東會重度決議發行限制員工權利之新股（下稱「限制型股票」）予本公司及附屬公司之員工，不適用本章程第 2.3 條之規定。股份登錄興櫃買賣或上市櫃期間，限制型股票之發行條件，包括但不限於發行數量、發行價格及其他相關事項，應符合公開發行公司規則。
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: 本章程第 2.4 條規定之股東優先認股權於公司因以下原因或基於以下目的發行新股時，不適用之：
(a) in connection with a Merger, spin-off, or pursuant to any reorganization of the Company;
- 公司合併、分割，或為公司重整；
(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;
- 公司為履行認股權憑證及／或選擇權下之義務，包括本章程第 2.8 條及第 2.11 條所規定者；
(c) in connection with the issue of Restricted Shares in accordance with Article 2.5 hereof; 公司依本章程第 2.5 條規定發行限制型股票；
(d) in connection with meeting the Company’s obligations under convertible bonds or corporate bonds vested with rights to acquire shares; 公司為履行可轉換公司債或附認股權公司債下之義務；
(e) in connection with meeting the Company’s obligations under Preferred Shares vested with rights to acquire shares; or 公司為履行附認股權特別股下之義務；或
(f) in connection with Private Placement of the securities issued by the Company. 公司進行私募有價證券時。
2.7 The Company shall not issue any unpaid shares or partly paid-up shares. 公司不得發行任何未繳納股款或繳納部分股款之股份。
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
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Members is not required.

縱有本章程第 2.5 條之規定，公司得經董事會三分之二以上董事出席及出席董事超過二分之一之同意，通過一個以上之員工獎勵措施，並得發行股份或選擇權、認股權憑證或其他類似之證券予公司及其附屬公司之員工；為免疑義，上開事項無需另經股東會決議通過。

2.9 Options, warrants or other similar instruments issued in accordance with Article 2.8 above are not transferable save by inheritance.
依前述本章程第 2.8 條發行之選擇權、認股權憑證或其他類似之證券不得轉讓，但因繼承者不在此限。
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.
公司及其附屬公司之董事非本章程第 2.5 條所定發行限制型股票及第 2.8 條所定獎勵措施之對象，但倘董事亦為公司或其附屬公司之員工，該董事得基於員工身分（而非董事身分）認購限制型股票或參與獎勵措施。
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.
公司得與其員工及／或其附屬公司之員工就前述本章程第 2.8 條所定之獎勵措施簽訂契約，約定於一定期間內，員工得認購特定數量之公司股份。此等契約之條款對相關員工之限制不得少於其所適用之獎勵措施所載條件。

3. Redemption and Purchase of Shares 贖回及買回股份

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.
在不違反開曼公司法規定及公開發行公司規則之情形下，公司得發行將由或應由公司或股東行使贖回權或贖回選擇權的股份。
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. 於依開曼公司法規定授權之範圍內，且不違反公開發行公司規則之前提下，授權公司得自資本或其他帳戶或其他資金中支付贖回股份之股款。
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. 得贖回股份之贖回價格或其計算方式，應於股份發行前由董事會訂之。
3.4 Every share certificate relating to redeemable share shall indicate that the share is redeemable.
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有關得贖回股份之股票應載明該等股份係可贖回。

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.
在不違反適用法律規定及本章程之情況下，本公司得依董事會三分之二以上董事出席及出席董事過半數同意所定之條件及方式，買回其自身股份（包括可贖回之股份），並依據適用法律規定作為庫藏股由本公司持有。如本公司擬購買其股份並立即銷除所購買之本公司股份者，該買回需經股東會普通決議通過，且除開曼公司法或公開發行公司規則另有規定外，銷除所買回股份，應依股東於註銷股份當日所持股份比例減少之（四捨五入至董事決定之整數位）。

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.

經股東會以普通決議通過之買回並註銷公司股份，得以適用法律所允許之方式，包含以現金或其他財產，支付買回股款；惟以其他財產支付買回股款時，該財產之價值應： (a) 於董事會提交股東會決議前，送交中華民國會計師查核簽證，作為普通決議授權買回並註銷公司股份之依據，及 (b) 經收受以其他財產支付買回股款之各股東同意。縱有本章程第 3.5 條之規定，公司為變更票面額而買回公司股份時，為完成票面額之變更，無需取得各該相關股東之同意。

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.
本公司如依前條規定買回登錄興櫃買賣或上市櫃之股份者，應依公開發行公司規則之規定，將董事會決議及執行情形，於最近一次之股東會報告；其因故未買回登錄興櫃買賣或上市櫃之股份者，亦同。
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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: 股份登錄興櫃買賣或上市櫃期間，公司有權依下列買回方式以買回任何登錄興櫃買賣或上市櫃之股份：
(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: 買回股份之總金額，不得逾保留盈餘減除公司董事會或股東會已決議分派之盈餘及下列已實現之資本公積之金額：
- (i) the premium received from the disposal of assets that has not been booked as retained earnings;
  - 尚未轉列為保留盈餘之處分資產之溢價收入；
- (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;
  - 發行股份之溢價及本公司受領贈與所得之總金額。但受領之物為本公司股份者，於未再出售前不予計入；
(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
- 買回股份之總數量，不得超過公司已發行股份總數百分之十；及
(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:
- 買回之時點、價格及其他條件應由董事會自行決定，惟：

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

     - 相關買回交易應依中華民國證券法令之規定及公開發行公司規則辦 理；且

  - such purchase transactions shall be in accordance with the Law. 相關買回交易應符合開曼公司法。

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.
在不違反本章程第 3.5 條及公開發行公司規則之情形下，本公司得依董事會決定及開曼公司法允許之任何方式，支付贖回或買回股款。
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)
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in the Cayman Islands for thirty day deposits in the same currency. 股份贖回款項之給付遲延不影響股份之贖回，惟如遲延超過三十日，應按董事會經適當查詢後所預估可代表開曼群島持有 A 級執照（定義如開曼群島銀行及信託公司法（修訂版）所示）之銀行同類貨幣三十日之定存利率，支付自到期日至實際支付款項期間之利息。

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).
限於無法以其他方式贖回（或非另為此發行新股，無法贖回）之情形及範圍下，董事會始可於其認為適當時，行使開曼公司法第 37 條第 (5) 項（從資本中撥款支付）賦予公司之權限。
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.
限於前述範圍內，有關股份贖回應實行或可實行之方式，而可能產生之一切問題，董事會得自為適當決定。
3.12 No share may be redeemed unless it is fully paid-up. 除股款已全數繳清，不得贖回該股份。
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. 董事會得依適用法律之規定，指定任何本公司購買、贖回或經放棄予本公司之股份作為庫藏股。
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.
對於庫藏股，不得配發或支付股利予公司，亦不得就公司之資產為任何其他分配（無論係以現金或其他方式）予公司（包括公司清算時對於股東的任何資產分配）。
3.15 The Company shall be entered in the Register of Members as the holder of the Treasury Shares provided that: 公司應以庫藏股持有人之身份載入股東名冊，惟：
(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;
- 不得因任何目的將公司視同股東，且公司不得就庫藏股行使任何權利，意圖行使該權利者，應屬無效；
(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. 於公司任一會議中，庫藏股均不得直接或間接參與表決，且無論係為本章程或開曼公司法之目的，如欲決定任何特定時點之已發行股份總數時，庫藏股亦不應計入。
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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.
公司買回登錄興櫃買賣或上市櫃之股份後，以低於實際買回股份之平均價格轉讓庫藏股予公司或附屬公司員工之任何議案，應經最近一次股東會特別決議通過，且公開發行公司規則要求之事項應於股東會開會通知中載明，而不得以臨時動議提出。歷次股東會通過且轉讓予公司及附屬公司員工之庫藏股總數，累計應不得超過已發行股份總數的 5% ，且每一名員工認購總數累計不得超過已發行股份總數的 0.5% 。公司買回自己之股份轉讓予員工者，得限制在一定期間內不得轉讓，但其期間最長不得超過二年。
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.
除本章程第 3.16 條及公開發行公司規則規定者外，公司得由董事會依據適用法律之規定所決定之條款及條件處分庫藏股。

4. Rights Attaching to Shares

股份所附權利

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: 除本章程第 2.1 條、章程大綱及本章程另有規定、公司依契約另負其他義務或受其他限制、及股東另為不同決議者外，且在不損及任何股份及股別之股份持有人之特別權利之範圍內，公司之股份應只有單一種類，其股東依本章程規定：

(a) be entitled to one vote per share; 每股有一表決權；
(b) be entitled to such dividends as recommended by the Board and approved by the Members at general meeting; 享有董事會所提議並經股東會決議之股息；
(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 於公司清算或解散時（無論該清算或解散係自願或非自願、或係為重整或其他目的、或於分配資本時），有權受領公司剩餘資產之分派；及
(d) generally be entitled to enjoy all of the rights attaching to shares.
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得享有一般附加於股份上之全部權利。

5. Share Certificates

股票

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. 公司得發行實體股票或以無實體發行之。公司如發行實體股票，各股東有權獲得蓋有印章之股份憑證（或其複本），該印章由董事會依其權限所鈐印，憑證上並載明股東之持股股數及股別（如有）。董事會得決議於一般或特定情況下，憑證之任一或所有簽名得以印刷或機器方式為之。股份登錄興櫃買賣或上市櫃期間，除依公開發行公司規則應發行實體股票者外，公司股份應以無實體發行。
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. 如股票塗汚、磨損、遺失或損壞，經提出董事會滿意之證據，董事會得換發新股票。如董事會認為適當，並得請求遺失股票之賠償。
5.3 Share may not be issued in bearer form 不得發行無記名股份。
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.
公司依本章程第 5.1 條發行實體股票時，公司應於該等實體股票依開曼公司法、章程大綱、本章程及公開發行公司規則規定得發行之日起三十日內，交付實體股票予認股人，並應於交付該等實體股票前，依公開發行公司規則辦理公告。
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.
公司應發行無實體股票時，應依開曼公司法及公開發行公司規則規定，於發行時
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使認購人姓名及其他事項載明於股東名冊。公司應於該等無實體股票依開曼公司法、章程大綱、本章程及公開發行公司規則規定得發行之日起三十日內，透過集保結算所帳簿劃撥系統交付無實體股票予認股人，並應於交付該等無實體股票前，依公開發行公司規則辦理公告。

6. Preferred Shares 特別股

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.
公司得以特別決議，發行一種或一種以上類別具有優先或其他特別權利之股份（下稱「特別股」），並於本章程中明訂特別股之權利及義務。
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: 股份登錄興櫃買賣或上市櫃期間，特別股之權利及義務得包含（但不限於）下列項目，且應符合公開發行公司規則之規定：
(a) the order of priority and fixed amount or fixed ratio of allocation of dividends and bonus on Preferred Shares;
- 特別股之股息及紅利分配之順序、固定額度或固定比率；
(b) the order of priority and fixed amount or fixed ratio of allocation of surplus assets of the Company; 公司剩餘財產分配之順序、固定額度或固定比率；
(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; 特別股股東表決權之順序或限制（包括宣佈無表決權）；
(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);
- 特別股轉換成普通股之轉換股數、方法或轉換公式（但依公開發行公司規則規定，公開發行公司不得發行得轉換成複數普通股之特別股）；
(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 公司經授權或被迫贖回特別股之方式或不適用贖回權之聲明；及
(f) other matters concerning rights and obligations incidental to Preferred Shares. 有關特別股之附隨權利及義務等其他事項。

REGISTRATION OF SHARES 股份登記

7. Register of Members 股東名冊

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(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.
股份登錄興櫃買賣或上市櫃期間，董事會應備置一份股東名冊，備置地點得為開曼群島境外經董事會認為適當之處所，並應依開曼公司法及公開發行公司規則維護之。
(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.
若公司有未登錄興櫃買賣或上市櫃之股份者，公司應依開曼公司法第 40 條備置此等股票之名冊。

8. Registered Holder Absolute Owner 登記持有人為絕對所有人

Except as required by law: 除法令另有規定外：

(a) no person shall be recognised by the Company as holding any share on any trust; and 公司無須承認因信託而持有股份之人；且
(b) no person other than the Member shall be recognised by the Company as having any right in a share.
除股東外，公司無須承認任何人對股份享有任何權利。

9. Transfer of Registered Shares 記名股份轉讓

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). 登錄興櫃買賣或上市櫃之股份，其所有權之證明及移轉得依符合公開發行公司規則之方式（包括透過集保結算所帳簿劃撥系統）為之。
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.
以實體發行之股票，其轉讓得依一般書面格式、或董事會通過之其他書面格式為之。該等書面應由讓與人或以讓與人之名義簽署，惟如董事會要求時，該等書面得僅由受讓人簽署。於不違反前述規定之前提下，董事會得應讓與人或受讓人之要求，一般性地或針對個案，決議接受機械方式簽署之轉讓書面。縱有前述規定，公司為變更票面額而買回股份時，無需以股份轉讓之書面為之。
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
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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.

就實體股票之轉讓，除提供相關股份之股票及董事會合理要求得證明讓與人係有權轉讓之其他證據外，董事會得拒絕承認任何轉讓文件。

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.
股份共同持有人得轉讓該股份予其他一名或多名共同持有人，且先前與死亡股東共同持有股份之存續股份持有人，得轉讓該等股份予該死亡股東之執行人或管理人。
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. 若登記該轉讓將致下列情事者，董事會得毋須檢具任何理由自行決定拒絕實體股份轉讓之登記： (i) 違反適用法律；或 (ii) 違反章程大綱或本章程。如董事會拒絕登記股份移轉，於該轉讓登記向公司提出之日起三個月內，秘書應將拒絕通知寄送與讓與人及受讓人。

10. Transmission of Registered Shares 記名股份移轉

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.
如股東死亡，其共同持有股份之他尚存共同持有人，或如為單獨持有股份者，其法定代理人，為公司唯一承認有權享有該死亡股東之股東權益之人。死亡股東之財產就其所共同持有之股份所生之義務，不因本章程之規定而免除。依開曼公司法第 39 條規定，本條所稱法定代理人係指該死亡股東之執行人或管理人、或依董事會裁量決定之其他經適當授權處理該股份事宜之人。
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.
因股東死亡、破產而對股份享有權利之人，於董事會認為證據充足時得登記為股東，或選擇指定他人登記為股份受讓人。
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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.
經檢附董事會要求證明讓與人為所有權人之文件與董事會時，應登記受讓人為股東。縱有上述規定，如董事會於該喪失權利之股東尚未死亡或破產時，有權拒絕或暫停股東登記或依本章程第 9.3 條拒絕登記，董事會於任何情況下應享有與該情形相同之拒絕或暫停登記之權利。
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. 如有二位或以上之人登記為股份共同持有人，而共同持有人中有人死亡時，尚存之共同持有人就該股份有絕對之所有權，且除該共同持有人為最後尚存之共同持有人外，公司不承認任何對該共同持有人遺產之權利主張。
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ORDINARY RESOLUTION, SPECIAL RESOLUTION AND SUPERMAJORITY RESOLUTION 普通決議、特別決議及重度決議

11. Alteration of Capital 變更資本

11.1 The Company may from time to time by Ordinary Resolution alter the conditions of its Memorandum to:

公司得隨時以普通決議變更章程大綱中之以下事項：

(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; 以發行新股增加依普通決議所定之股本，及此等股本所得分成之股份種類及金額得享有的權利；
(b) consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;
- 將全部或部分股份合併且分割為較現有股份面額大之股份；
(c) convert all or any of its paid up shares into stock and reconvert that stock into paid up shares of any denomination;
- 將全部或一部已繳納股款之股份轉換為任何面額之已繳納股款之股份；
(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 將現有股份之全部或一部再分割為較小金額股份，惟，每一再分割股份之已繳股款與未繳股款(如有)應按原股份再分割之比例等比例減少之，且公司得以普通決議，使該等再分割之股份，享有優先、遞延或其他權利，或受其他公司就未發行股份或新股得賦加之限制；及
(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.
- 銷除任何於決議通過之日尚未為任何人取得或同意取得之股份，並註銷與所銷除股份等值之資本。
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
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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.

為達成公司依前條規定合併或分割股份之目的，董事會得為任何其認為適當之相應措施；於無礙前述目的之情形下，包括但不限於發行表彰畸零部分之股份，或出售該等畸零部分之股份，並將所得股款（扣除出售費用後）按比例發放予有權受領之股東。為此，董事會得授權他人轉讓該等表彰畸零部分之股份予各該買受人，或決議將上述扣除相關費用之股款淨額，為公司之利益支付予公司。如相關出售程序中有任何異常或無效情事，各該買受人就股款之用途不負監督義務，其股份所有人之權益亦不受影響。

12. Special Resolution and Supermajority Resolution 特別決議及重度決議

12.1 Subject to the Law and the Articles, the Company may from time to time by Special Resolution:

在不違反開曼公司法及本章程之情況下，公司得隨時經特別決議：

(a) change its name; 變更其名稱；
(b) alter or add to the Articles; 修改或增加章程；
(c) alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; 修改或增加章程大綱有關公司目的、權力或其他特別載明之事項；
(d) reduce its share capital and any capital redemption reserve fund; or 減少資本及資本贖回準備金；或
(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.
- 進行開曼公司法之合併，但公司因參與合併後消滅而致終止上市，且存續或新設之公司為非上市（櫃）公司者，應經本公司已發行股份總數三分之二以上股東之同意行之。
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.
在不違反開曼公司法規定之情形下，公司得以特別決議在中華民國境內依公開發行公司規則進行有價證券之私募；如係於中華民國境內私募普通公司債（即
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未附有認股權、選擇權、轉換權或得使持有人獲得公司股份之其他相似權利的公司債），公司得依公開發行公司規則逕以董事會決議並於董事會決議之日起一年內分次辦理。

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:
於不違反開曼公司法和本章程第 12.4 條之情形下，公司之下列行為應取得股東重度決議之許可：
(a) effecting any capitalization of distributable dividends and/or bonuses and/or any other amount prescribed under Article 17 hereof; 將得分派之股息及 / 或紅利及 / 或其他第 17 條所定款項撥充資本；
(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 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. 合併（除符合開曼公司法所定義之「併購及／或合併」須特別決議）或分割；但公司因參與合併後消滅、概括讓與、股份轉換或分割而致終止上市，且存續或新設之公司為非上市（櫃）公司者，應經本公司已發行股份總數三分之二以上股東之同意行之。
(c) entering into, amend, or terminate any Lease Contract, Management Contract or Joint Operation Contract; 締結、變更或終止營業出租契約、委託經營契約或共同經營契約；
(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 讓與其全部或主要部分之營業或財產；但公司因讓與其營業或資產而終止上市，且受讓公司為非上市（櫃）公司者，應經本公司已發行股份總數三分之二以上股東之同意行之；或
- (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.
- 取得或受讓他人的全部營業或財產而對公司營運有重大影響者；但公司因前揭情事而終止上市，應經本公司已發行股份總數三分之二以上股東之同意行之。
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12.4 Subject to the Law and Applicable Public Company Rules, the Company may be wound up voluntarily:
在不違反開曼公司法及公開發行公司規則之情形下，公司得以下列決議方式自願解散：
(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 如公司係因無法清償到期債務而決議自願解散者，經普通決議；或
(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. 如公司係因前述第 12.4 條 (a) 款以外之事由而決議自願解散者，經特別決議。
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.
在不違反適用法律規定之情形下，公司得以重度決議，將其資本公積之一部或全部，按股東所持股份比例，以發行新股（作為紅利股份）或現金之形式，分配予股東。

13. Variation of Rights Attaching to Shares 股份權利之變更

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 .

無論公司是否已清算，如公司資本分為不同種類之股份，除該類股份發行條件另有規範外，該類股份之權利得經該類股份持有人之股東會以特別決議變更之。縱如前述規定，如章程之任何修改或變更將損及任一種類股份的優先權，則相關之修改或變更應經特別決議通過，並應經該類受損股份股東另行召開之股東會特別決議通過。除該類股份發行條件另有明確規範外，各股份持有人就各該股份之優先權或其他權利不受其他同等順位股票之創設或發行而影響。就各類股份持有人之股東會，應準用本章程有關股東會之規定。

DIVIDENDS AND CAPITALISATION 股息及撥充資本

14. Dividends

股息

14.1 The Board may, subject to approval by the Members by way of Ordinary Resolution
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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.

董事會經股東會以普通決議通過後，或於章程第 12.3(a) 條所述情況下，依重度決議通過後，於不違反章程及股東會之指示下，依各股東持股比例發放股息予股東，且股息得以現金或股份發放。

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. 於不違反適用法律情形下，除以公司已實現或未實現利潤、股份發行溢價帳戶或開曼公司法允許之公積、準備金或其他款項支付股息或為其他分派外，公司不得發放股息或為其他分派。除股份所附權利另有規定者外，所有股息及其他分派應依股東持有股份比例計算之。如股份發行條件係從一特定日期開始計算股利，則該股份之股利應依此計算。
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. 除開曼公司法、本章程或股份所附權利另有規定者外，本公司盈餘分派依董事會通過之盈餘分派提案，經股東常會以普通決議通過分派之。
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.
本公司年度如有獲利（定義如后），應提撥不低於百分之一（ 1% ）之獲利為員工酬勞，及不高於百分之三（ 3% ）之獲利為董事酬勞。但公司尚有累積虧損時，應預先保留彌補數額。本第 14.4 條所稱之員工酬勞應以股票或現金為之，對象包括符合一定條件之從屬公司員工，其資格由本公司董事會決定。本第 14.4 條之「獲利」係指公司估列員工酬勞及董事酬勞前之稅前淨利。
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
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financial year; (ii) an amount to offset losses incurred in previous years; (iii) ten per cent (10%) as reserve ("Statutory Reserve"); and (iv) a special surplus reserve as required by the applicable securities authority of the ROC under the Applicable Public Company Rules. If there should be any remaining profits, subject to the discretion of the Directors when preparing the dividend proposal, after combining all or part of the accumulated undistributed profits in the previous years and the reversed special surplus reserve, the combined amount shall be allocated as dividends to the Members in proportion to their shareholdings. Subject to the Law and the Applicable Public Company Rules and unless otherwise resolved by the Board and the Members, and after having considered the financial, business and operational factors of the Company, the dividends shall not be less than fifty per cent (50%) of profit after tax of the relevant year. The distribution may be made by way of cash dividends or by way of stock dividends or a combination thereof, provided that, the cash dividends shall not be less than thirty per cent (30%) of the total amount of dividends payable. 本公司營運係屬特定需求且商品客製化的利基市場，處於成長階段，由董事會視本公司各該會計年度之盈餘、整體發展、財務規劃、資本需求、產業展望及本公司未來前景等，並由董事會擬具股東股利分派議案，提請股東會決議分派之。股份登錄興櫃買賣或上市櫃期間，董事會於盈餘分派提案時，應於每會計年度盈餘中先提列： (i) 支付相關會計年度稅款之準備金； (ii) 彌補過去虧損之數額； (iii) 百分之十（ 10% ）之盈餘公積（下稱「法定盈餘公積」）；及 (iv) 中華民國證券主管機關依公開發行公司規則要求之特別盈餘公積。如尚有盈餘，董事會於擬具股東股利分派議案時得考量是否合併經迴轉之特別盈餘公積併同以往年度累積之未分配盈餘之全部或一部，作為股東股利，依股東持股比例進行分派。依開曼公司法及公開發行公司規則，除董事會及股東會另行決議外，在考量財務、業務及經營因素後，股利以不低於當年度稅後盈餘之百分之五十（ 50% ）為原則。股東股利得以現金、股票或兩者互相配合方式分派，惟其中現金股利不得低於百分之三十（ 30% ）。

14.6 The Board shall fix any date as the record date for determining the Members entitled to receive any dividend or other distribution. 董事會應擇定基準日決定有權獲配股息或其他分派之股東。
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 .
為決定有權獲配股息或其他分配之股東，董事會得決定股東名冊之變更於相關基準日前五日、或其他符合公開發行公司規則及開曼公司法規定之期間內，不得為之。
14.8 No unpaid dividend shall bear interest as against the Company. 公司就未分派之股息概不支付利息。

15. Capital Reserve and Power to Set Aside Profits 資本公積及盈餘之提撥

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
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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.

董事會得於分派股息前，自公司盈餘或利潤中提撥部分其所認適當之準備金以支應或有支出、或填補執行股利分配計畫不足之數額或為其他妥適使用之目的。該等款項於運用前，得由董事會全權決定用於公司業務或依董事會隨時認為之適當投資，且無須與公司其他資產分離。董事會亦得不提撥準備金而保留不予分配之利潤。

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.
於不違反股東會指示下，董事會得代表公司就資本公積行使開曼公司法賦予公司之權力及選擇權。

16. Method of Payment 付款方式

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.
任何股息、利息或股份相關之現金支付得以匯款轉帳至股東指定帳戶、或以支票或匯票郵寄至股東名冊所載股東地址、或該股東以書面指定之第三人及其地址之方式支付之。
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.
於共同持有股份之情形，任何股息、利息或股份相關之現金支付，得以支票或匯票郵寄至股東名冊所載第一列名持有人地址、或該持有人以書面指定之第三人及其地址之方式支付之。如二人以上之人登記為股份共同持有人，任一人皆有權於收訖該股份之股息後，出具有效之收據。
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.
於股份登錄興櫃買賣或上市櫃期間內，任何股利之支付應遵守公開發行公司規則及開曼公司法。

17. Capitalisation 撥充資本

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

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the Members.

在不違反適用法律或章程第 12.3(a)條之情形下，董事會得以資本公積、其他準備金帳戶或損益帳戶之餘額或其他可供分配之款項，繳足未發行股份之股款，以按股東持股比例發放股票紅利予股東，以撥充資本。

MEETINGS OF MEMBERS 股東會

18. Annual General Meetings 股東常會

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. 公司應於每一會計年度終了後六個月內由董事會召集股東常會。
18.2 Subject to Article 18.1, the annual general meeting of the Company may be held at such time and place as the Board shall determine. For so long as the shares are traded on the ESM or listed on the TPEx or TSE, unless otherwise provided by the Law, the general meetings shall be held in the ROC. If the Board resolves to hold a general meeting outside the ROC, the Company shall apply for the approval of the TPEx or TSE (as the case may be) within two days after the Board adopts such resolution. Where a general meeting is to be held outside the ROC, the Company shall engage a professional stock affairs agent in the ROC to handle the administration of such general meeting (including but not limited to the handling of the voting of proxies submitted by Members).
在不違反本章程第 18.1 條之情形下，本公司股東常會應於董事會決定之時間及地點召開。股份登錄興櫃買賣或上市櫃期間，除開曼公司法另有規定外，股東會應於中華民國境內召開。如董事會決議在中華民國境外召開股東會，公司應於董事會決議後二日內申報櫃買中心或證交所（依其情形適用之）核准。於中華民國境外召開股東會時，公司應委任一中華民國境內之專業股務代理機構，受理該等股東會行政事務（包括但不限於受理股東委託行使表決權事宜）。

19. Extraordinary General Meetings 股東臨時會

19.1 General meetings other than annual general meetings shall be called extraordinary general meetings.
股東常會外所召集之股東會，為股東臨時會。
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. 董事會隨時依其判斷而認有必要時，得召集股東會。
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. 股份登錄興櫃買賣或上市櫃期間，經股東請求（如本章程第 19.4 條所定義）時，董事會應立即召集股東臨時會。
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
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year.

本章程第 19.3 條所稱之股東請求，係指股東一人或數人提出之請求，且於提出請求時，其已繼續一年以上合計持有已發行股份總數百分之三以上股份者。

19.5 The Member's requisition must state in writing the matters to be discussed at the extraordinary general meeting and the reason therefor. 股東請求須以書面記明提議於股東臨時會討論之事項及理由。
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. 如董事會於股東提出請求日起十五日內未為股東臨時會召集之通知，提出請求之股東得以與董事會召開股東會之相同方式（盡量相似）自行召集股東臨時會。如召開股東臨時會之地點位於中華民國境外，提出請求之股東應事先申報櫃買中心或證交所（依其情形適用之）核准。
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.
在不違反開曼公司法情形下，繼續三個月以上持有已發行股份總數過半數股份之股東，得以與董事會召開股東會之相同方式（盡量相似）自行召集股東臨時會。如召開股東臨時會之地點位於中華民國境外，召集股東臨時會之股東應事先申報櫃買中心或證交所（依其情形適用之）核准。股東持股期間及持股數之計算，以停止股票過戶時之持股為準。
19.8 Subject to the Law, not only under the condition that the Board does not or is unable to convene a meeting of Members, any Independent Director of the Audit Committee may, for the benefit of the company, convene a meeting of Members when it is deemed necessary.
在不違反開曼公司法情形下，審計委員會之獨立董事成員除董事會不為召集或不能召集股東會外，得為公司利益，於必要時，召集股東會。

20. Notice

通知

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.
股份登錄興櫃買賣或上市櫃前，股東會之召開，應至少於五日前通知各有權出
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席及表決之股東，並載明會議召開之日期、地點及時間及召集事由。

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.
股份登錄興櫃買賣或上市櫃期間，股東常會之召開，應至少於三十日前，股東臨時會之召開，應至少於十五日前，通知各有權出席及表決之股東，並載明會議召開之日期、地點及時間及召集事由。開會通知於取得相對人之事前書面同意後，得以電子傳輸方式為之。
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.
股份登錄興櫃買賣或上市櫃前，公司意外漏發股東會通知予有權收受通知之人、或有權收受通知之人漏未收到股東會通知，股東會之程序不因之而無效。股份登錄興櫃買賣或上市櫃期間，如公司意外漏發股東會通知予有權收受通知之人、或有權收受通知之人漏未收到股東會通知，應依照本章程第 23.4 條辦理。
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.
股份登錄興櫃買賣或上市櫃期間，董事會應依公開發行公司規則擇定基準日以決定得收受股東會通知及得表決之股東，並相應地停止股東名冊記載之變更。
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.
股份登錄興櫃買賣或上市櫃期間，公司應依本章程第 20.2 條的規定，一併公告股東會開會通知書、委託書用紙、有關承認案與討論案（包含但不限於選任或解任董事之議案）等各項議案之案由及說明資料，並依公開發行公司規則傳輸
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至公開資訊觀測站；其採行書面行使表決權者，應將上述資料及書面行使表決權用紙，併同寄送給股東。董事會應依公開發行公司規則，於股東常會召開二十一日前，或於股東臨時會召開十五日前，備妥股東會議事手冊和補充資料供所有股東索閱，並傳輸至公開資訊觀測站。

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:
股份登錄興櫃買賣或上市櫃期間，下列事項，應載明於股東會召集通知並說明其主要內容，且不得以臨時動議提出；其主要內容得置於中華民國境內之證券主管機關或公司指定之網站，並應將其網址載明於通知。
(a) election or discharge of Directors, 選舉或解任董事；
(b) alteration of the Memorandum or Articles, 修改章程大綱或本章程；
(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,
- (i) 解散、合併、股份轉換或分割， (ii) 締結、變更或終止營業出租契約、委託經營契約或共同經營契約， (iii) 讓與公司全部或主要部分營業或財產，及 (iv) 取得或受讓他人全部營業或財產而對公司營運有重大影響者；
(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),
- 許可董事為自己或他人為屬於公司營業範圍內之行為（包括但不限於解除董事及經理人競業禁止）；
(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,
- 以發行新股或以資本公積或本章程第 17 條所規定之其他金額撥充資本之方式分派全部或部分盈餘；
(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,
- 將法定盈餘公積及發行股票溢價或受領贈與之所得以發行新股或現金方式分配予原股東；
(g) Private Placement of any equity-related securities to be issued by the Company, 公司私募發行具股權性質之有價證券；
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(h) reduction of capital, and 減資；及
(i) application for the approval of ceasing its status as a public company. 申請停止公開發行。
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. 股份登錄興櫃買賣或上市櫃期間，董事會應將公司章程大綱及章程、股東會議事錄、財務報表、股東名冊以及公司發行的公司債存根簿備置於註冊處所（如有適用）及公司於中華民國境內之股務代理機構。股東得隨時檢具利害關係證明文件，指定查閱範圍，請求檢查、查閱、抄錄或複製，公司並應令註冊處所（如有適用）或公司於中華民國境內之股務代理機構提供。
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.
股份登錄興櫃買賣或上市櫃期間，公司應依公開發行公司規則之規定，將董事會準備之所有表冊，及審計委員會擬提交股東常會所準備之報告書，於股東常會十日前備置於註冊處所（如有適用）及公司位於中華民國境內之股務代理機構。股東可隨時檢查和查閱前述文件，並可偕同其律師或會計師進行檢查和查閱。
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. 董事會或其他召集權人召集股東會者，得請求公司、註冊處所（如有適用）或公司位於中華民國境內之股務代理機構提供股東名簿。

21. Giving Notice 寄發通知

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.
任何通知或文件，不論是否由公司依本章程所寄送予股東者，應以書面由專人
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親自送達或或信件或快遞服務之方式寄送至股東名冊所載該股東之地址或該股東為此目的指示之其他地址。為本條之目的，其通知經股東書面同意者，得以電子方式為之。

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.
任何通知或其他文件根據本章程第 20 條及第 21 條發送時，即生效力。在符合所有適用法律、規則及規定之前提下，得以中文或英文作成，發送予股東。股東依本章程之規定送達任何文件予公司時，應準用本條之規定。

22. Postponement of General Meeting 股東會延期

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.

董事會得於依本章程規定召集之股東會會議開始前，發出延期通知。該通知應載明延期會議召開之日期、時間及地點，並應依本章程規定送達各股東。如股東會決議延期在五日內之特定日期舉行股東會，則不適用本章程第 20.1 條、第 20.2 條、第 20.3 條、第 20.4 條、第 20.5 條及第 21 條之規定，且毋須延期通知。

23 Quorum and Proceedings at General Meetings 股東會之法定出席數及議事程序

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.
除非出席股東代表股份數已達法定出席股份數，股東會不得為任何決議。除章程另有規定外，代表已發行有表決權股份總數過半數之股東親自出席、委託代理人出席或由法人股東代表人出席，應構成股東會之法定出席股份數。
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.
股份登錄興櫃買賣或上市櫃期間，董事會應依符合公開發行公司規則所定之方
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式，將其所備妥之營業報告書、財務報表、及盈餘分派或虧損撥補之議案，提交於股東常會供股東承認。經股東於股東會承認後，董事會應將經承認之財務報表及公司盈餘分派或虧損撥補議案之決議副本寄送或公告各股東，或依公開發行公司規則以其他方式提供之。

23.3 Unless otherwise provided in the Articles, a resolution put to the vote of the meeting shall be decided on a poll.
除本章程另有規定者外，會議決議之表決應以投票方式決定之。
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. 股份登錄興櫃買賣或上市櫃期間，於開曼公司法允許之前提下，本章程之內容不妨礙任何股東於決議作成後三十日內，以股東會之召集程序或決議方法有違反法令或本章程，向有管轄權之法院提起訴訟，尋求有關之適當救濟。因前述事項所生之爭議，得以臺灣臺北地方法院為訴訟管轄法院。
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.
除開曼公司法、章程大綱或本章程另有明文規定者外，任何於股東會上提交股東決議、同意、確認或承認者，均應以普通決議為之。
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. 股份登錄興櫃買賣或上市櫃期間， ~~於相關之股東名冊停止過戶期間前，持~~ 有已發行股份總數百分之一以上股份之股東，得以書面或電子方式向公司提出一項股東常會議案。於相關之股東名冊停止過戶期間前，公司應依適用法律所許可之方式 ~~與時間辦~~ 理公告，敘明受理股東提案之處所、方式及不少於十日之受理期間。如該提案股東提案超過一項，均不列入議案。董事會得不將下列提案列入議案： (a) 提案股東持股未達已發行股份總數百分之一者； (b) 該提案事項非股東會所得決議者； (c) 該提案股東提案超過一項者； (d) 議案超過三百字或 (e) 該提
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案於公告受理期間截止日後提出者。股東提案係為敦促公司增進公共利益或善盡社會責任之建議，董事會仍得列為股東會討論之議案。

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. 股東會之議事規則及程序應由董事會訂定，並經股東會普通決議通過，且該議事規則及程序應依開曼公司法，本章程及公開發行公司規則予以訂定。

24. Chairman to Preside 會議主席

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.
股東會由董事會召集者，董事長如出席，應擔任股東會主席。如其未出席，應由出席股東會之董事互選出會議主席；股東會由董事會以外之其他召集權人召集者，主席由該召集權人擔任之，召集權人有二人以上時，應互推一人擔任之。
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. 股份登錄興櫃買賣或上市櫃期間，股東會主席應依公開發行公司規則指派或選舉會議主席。

25. Voting on Resolutions 股東表決

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. 在不影響其股份所附有之任何權利或限制下，每一親自出席或委託代理人出席之自然人股東，或經由其合法授權之代表親自出席或委託代理人出席之公司或非自然人股東，就其所持有的每一股份均有一表決權。股東係為他人持有股份時，股東得主張分別行使表決權，其分別行使表決權之資格條件、適用範圍、行使方式、作業程序及其他事項，應依公開發行公司規則之規定辦理。
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
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Member.

除於相關股東會或特定類別股份股東會基準日已登記為該股份之股東，且已繳納相關股款者外，任何人均無權在股東會上行使表決權。

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. 股東得親自或透過代理人行使表決權。股東得以公司準備之委託書，載明委託範圍委託代理人出席股東會行使表決權；惟一股東以出具一委託書，並以委託一個代理人出席股東會並行使表決權為限。
25.4 Subject to the Law, for so long as the shares are traded on the ESM or listed on the TPEx or TSE, the Company shall provide the Members with a method for exercising their voting power by way of a written ballot or electronic transmission. The method for exercising such voting power shall be described in the general meeting notice to be given to the Members. Any Member who intends to exercise his voting power by way of a written ballot or by way of electronic transmission shall serve the Company with his voting decision at least two (2) days prior to the date of such general meeting. Where more than one voting decision are received from the same Member by the Company, the first voting decision shall prevail, unless an explicit written statement is made by the relevant Member to revoke the previous voting decision in the later-received voting decision. A Member who exercises his voting power at a general meeting by way of a written ballot or by electronic transmission shall be deemed to have appointed the chairman of the general meeting as his proxy to vote his shares at the general meeting only in the manner directed by his written instrument or electronic document. The chairman of the general meeting as proxy shall not have the power to exercise the voting rights of such Members with respect to any matters not referred to or indicated in the written or electronic document and/or any amendment to resolution(s) proposed at the said general meeting. For the purpose of clarification, such Members voting in such manner shall be deemed to have waived their voting rights with respect to any extemporary matters or amendment to resolution(s) proposed at the general meeting.
除開曼公司法另有規定外，股份已登錄興櫃買賣或上市櫃期間，公司應提供股東得以書面投票或電子方式行使表決權，該等行使表決權之方式應載明於寄發予股東之股東會通知。股東擬以書面投票或電子方式行使其表決權者，至遲應於股東會開會二日前將其投票指示送達於公司，投票指示有重複時，以最先送達者為準，但聲明撤銷先前投票指示者，不在此限。股東依前開規定以書面投票或電子方式行使其於股東會之表決權時，視為委託會議主席為其代理人，於股東會上依其書面或電子文件指示之方式行使表決權。會議主席基於代理人之地位，就書面或電子文件中未提及或未載明之事項、及／或該股東會上所提出對原議案之修正，皆無權行使該股東之表決權。為釐清疑義，該股東以該等方式行使表決權，即應視為其就該次股東會中所提之臨時動議及／或原議案之修正，業已放棄表決權之行使。
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
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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. 倘股東擬以書面或電子方式行使表決權並已依本章程第 25.4 條之規定向公司送達其投票指示後，欲親自出席股東會者，至遲應於股東會開會前二日，以與先前依本章程第 25.4 條送達之投票指示之相同送達方式（如快遞、掛號郵件或電子方式，依實際情形而定），另向公司送達其欲撤銷先前投票指示之個別通知。倘股東逾期撤銷其投票決定者，以書面或電子方式行使之表決權為準。

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. 股東為以書面或電子方式行使表決權，而已依本章程第 25.4 條之規定向公司送達其投票指示者，有權依本章程規定另行指定他人代理其出席該次股東會。於此情形，該代理人就表決權之行使應視為撤銷該股東先前送達公司之投票指示，公司應僅計算該受明示指定之代理人所行使之表決權。

26. Proxies 代理

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.
委託書應以董事會同意之格式為之，並載明僅為特定股東會使用。委託書之格式應至少包含下列資訊： (a) 填表須知， (b) 股東委託行使事項，及 (c) 相關股東、代理人及委託書徵求人（若有）之個人基本資料。委託書表格應連同該次會議之相關通知，一併提供予股東，且該等通知及委託書文件亦應於同日發送予所有股東。
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.
委託書應為書面，並經委託人親自簽署。如委託人為公司或非自然人股東時，由其合法授權之職員或代理人簽署。受託代理人毋庸為公司之股東。
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
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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.

股份登錄興櫃買賣或上市櫃期間，於不違反公開發行公司規則之情況下，除根據中華民國信託事業或經公開發行公司規則核准之股務代理機構外，一人同時受兩人以上股東委託時，除依本章程第 25.4 條之規定而視為股東代理人之會議主席外，其代理的表決權數不得超過公司停止過戶期間前，已發行有表決權股份總數之百分之三；超過該百分之三之表決權，不予計算。

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.
倘股東以書面或電子方式行使表決權，並以委託書委託代理人出席股東會者，以受託代理人出席行使之表決權為準。委託書送達公司後，股東欲親自出席股東會或欲以書面或電子方式行使表決權者，應於股東會開會二日前，以書面向公司為撤銷委託之通知；逾期撤銷者，以受託代理人出席行使之表決權為準。
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.
除依本章程第 25.4 條規定而視會議主席為股東代理人之情形者外，委託書應至少於委託書所載代理人所擬行使表決權之股東會或其延會五日前，送達公司之註冊處所、公司在中華民國之股務代理機構辦公室、或於股東會召集通知上或公司寄出之委託書上所指定之處所。公司收到同一股東之數份委託書時，除股東於後送達之委託書中明確以書面聲明撤銷先前之委託者外，應以最先送達之委託書為準。

27. Proxy Solicitation 委託書徵求

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."

股份登錄興櫃買賣或上市櫃期間，委託書之使用與徵求應遵守公開發行公司規則，包括但不限於「公開發行公司出席股東會使用委託書規則」。

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28. Dissenting Member’s Appraisal Right 異議股東股份收買請求權

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:
於不違反開曼公司法規範下，股東會決議下列任ㄧ事項時，於會議前已以書面通知公司其反對該事項之意思表示，並於股東會上提出反對意見的股東，得請求公司以當時公平價格收買其所有之股份：
(a)the Company proposes to enter into, amend, or terminate any Lease Contract, Management Contract or Joint Operation Contract;

公司擬締結、變更或終止任何營業出租契約、委託經營契約或共同經營契約；

(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
公司轉讓其全部或主要部分的營業或財產，但公司依解散所為之轉讓，不在此限；或
(c)acquires or assumes the whole business or assets of another person, which has a material effect on the operation of the Company.

公司取得或受讓他人全部營業或財產，對公司營運產生重大影響者。

28.2 In the event any part of the Company’s business is spun off or involved in any Merger, 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 spin off or Merger, may request the Company to purchase all of his shares at the then prevailing fair price.
於公司營業被分割或進行合併之情況下，於作成分割或合併決議之股東會前或股東會中，以書面表示異議、或以口頭表示異議經紀錄，且已放棄表決權之股東，得要求公司按當時公平價格收買其持有之股份。

29. Shares that May Not be Voted 無表決權股份

29.1 Shares held:

下列股份於其有下列情形（依其適用情形）之期間內，於任何股東會上均無表決權，亦不算入已發行股份之總數：
(a) by the Company itself; 公司持有自己之股份；
(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 直接或間接被持有已發行有表決權之股份總數或資本總額超過半數之附屬公司，所持有之公司股份；或
(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
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indirectly, more than fifty per cent (50%) of its issued and voting share or share capital.

公司、附屬公司、公司之控股公司及該控股公司之附屬公司直接或間接持有他公司已發行有表決權之股份總數或資本總額超過半數之公司，所持有之公司股份。

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.
股東對於股東會討論之事項，有自身利害關係致有害於公司利益之虞時，不得加入表決，且其持有之股份數不算入已出席股東之表決權數。惟其持有之股份數仍得算入計算法定出席人數時之股份數。上述股東亦不得代理他股東行使表決權。
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.
股份登錄興櫃買賣或上市櫃期間，董事以股份設定質權超過選任當時所持有之公司股份數額二分之一時，其超過部分無表決權，亦不算入已出席股東之表決權數，但應算入股東會法定出席股份數之計算。

30. Voting by Joint Holders of Shares 共同股份持有人之表決

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.

股份為數人共有者，其共有人應依據公開發行公司規則推定一人行使股東之權利。若共有人間無法達成協議，順位較前者所行使之表決權（不論親自出席或委託代理人出席）應被接受並排除其他共同持有人之表決。前所稱之順位，係指股東名冊中名字記載之次序。

31. Representation of Corporate Member 法人股東之代表

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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.
法人股東或非自然人股東得以書面授權其認為適當之人為其代表人，參與任何股東之會議。代表人有權行使該被代表法人或非自然人之權利內容，與假設該法人或非自然人為自然人股東時所得行使者同。於代表人出席之會議，該法人股東或非自然人股東並應視為已親自出席。
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.
縱有如上規定，就任何人是否有權以法人股東或非自然人股東名義出席股東會並參與表決，會議主席仍得接受其認為適當之確認方式。

32. Adjournment of General Meeting 股東會延會

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.

於股東會達法定出席股份數並經出席股東多數同意，股東會主席應得依其指示宣佈散會。除散會時已宣布延會之召開日期、地點及時間且延會超過五（ 5 ）日外，新會議召開日期、地點及時間之通知，應依本章程條款規定送交有權出席及表決之股東。

33. Directors Attendance at General Meetings 董事出席股東會

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

公司董事應有權收受任何股東會之通知、出席並發言。

DIRECTORS AND OFFICERS

董事及經理人

34. Number and Term of Office of Directors 董事人數及任期

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,
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subject to the foregoing and the Applicable Law.

公司董事會，設置董事人數不得少於七（ 7 ）人，且不得多於十一（ 11 ）人。每一董事任期不得逾三年，倘該任期屆滿將致公司無董事，該任期得延長至任期屆滿後次一選任董事之股東會召開之日止。董事得連選連任。於符合適用法律規範及前述董事人數範圍之前提下，公司得隨時以特別決議增加或減少董事人數。
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.
股份登錄興櫃買賣或上市櫃期間，董事間應有超過半數之席次，不具有配偶關係或二親等以內之親屬關係。
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.
公司召開股東會選任董事者，當選人不符本章程第 34.2 條之規定時，不符規定之董事中所得選票代表選舉權較低者，於符合本章程第 34.2 條規定之必要限度內，其當選失效。已充任董事而違反前述規定者，應自違反之日起，當然解任。
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.
股份於興櫃或上市櫃期間，除依公開發行公司規則另准許者外，應設置獨立董事，人數不得少於三人。於公開發行公司規則要求範圍內，獨立董事其中至少一人應在中華民國境內設有戶籍，且至少一名獨立董事應具有會計或財務專業知識。股份興櫃或上市櫃前，董事會得決議本公司應於股東會選任獨立董事。
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.
股份於興櫃或上市櫃前，董事（含獨立董事）之提名得依公開發行公司規則採候選人提名制度；股份於興櫃或上市櫃期間內，應依公開發行公司規則採候選人提名制度。
34.6 Independent Directors shall have professional knowledge and shall maintain
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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.

獨立董事應具備專業知識，且於執行董事業務範圍內應保持獨立性，不得與公司有直接或間接之利害關係。獨立董事之專業資格、持股與兼職限制、獨立性之認定，應符合公開發行公司規則之規定。

35. Election of Directors 董事選舉

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. 公司得於股東會選任任何人為董事，其得票數應依下述第 35.2 條計算之。有代表公司已發行股份總數過半數之股東出席（親自出席或委託代理人出席）者，即構成選舉一席以上董事之股東會法定出席股份數。
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: 董事應由股東以下述累積投票制選出（本條所規範之投票方式下稱「累積投票制」）：

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; 董事選舉時，每一股東得行使之投票權數，為其所持之股份乘以該次股東會應選出董事人數之數目；

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

股東得將其投票權數集中選舉一名董事候選人，或分配選舉數名董事候選人；

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

相同類別之董事中（即獨立董事或非獨立董事），與董事應選出人數相當，並獲得最多選票之候選人，當選為董事；且

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.

如有兩名以上之相同類別之董事候選人獲得相同選票數，且當選人數超過該類別董事應選人數時，相同票數之董事應以抽籤決定當選之人。如董事候選人未出席該次股東會，會議主席應代其抽籤。

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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. 股份登錄興櫃買賣或上市櫃期間，獨立董事因故辭職或解任，致人數不足三人時，公司應於最近一次股東會補選之。所有獨立董事均辭職或解任時，董事會應於最後一位獨立董事辭職或解任之日起六十日內，召開股東臨時會補選獨立董事以填補缺額。
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. 股份登錄興櫃買賣或上市櫃期間，董事因故解任，致不足六人者，公司應於最近一次股東會補選之。但董事缺額達已選任董事總數三分之一者，董事會應自事實發生之日起六十日內，召集股東臨時會補選之。
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.
法人（或其他法人實體）為股東時，得指派一人或數人為其代表人（下稱「指派代表人」）被選舉為董事。指派代表人選任為董事應依本章程第 35 條之規定經股東同意。
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.
指派代表人經選任為董事者，指定該指派代表人選舉為董事之法人（或其他法人實體）股東，得隨時通知本公司改派他人為指派代表人（下稱「改派」）。改派應自通知內所載明之日期生效，如通知未載明日期者，則應自通知送達本公司時生效，且無須經股東同意。改派不適用本章程第 35.1 條、第 35.2 條及第 35.5 條之規定。

36. Removal of Directors

董事解任

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 resolution~~
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~~adopted at~~ 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.

公司得隨時以重度決議解除任何董事之職務。於公司董事任期尚未屆滿前，倘經股東會 ~~決議改~~ 選全體董事者，如未決議原董事於任期屆滿始為解任，應視為提前解任。前述改選應有代表已發行股份總數過半數股東之親自出席或委託代理人出席。

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.
股份登錄興櫃買賣或上市櫃期間，董事執行業務，有重大損害公司之行為或違反法令及／或本章程之重大事項，但未以重度決議將其解任者，於適用法律許可之範圍內，持有公司已發行股份總數百分之三以上之股東，得於該次股東會後三十日內訴請法院裁判解任之，並得以臺灣臺北地方法院為訴訟管轄法院。

37. Vacation of Office of Director 董事職位之解除

37.1 The office of Director shall be vacated:
董事之職位如有下列情事應被解除：
(a) if the Director is removed from office pursuant to the Articles; 依本章程規定董事被解除職務；
(b) if the Director dies; 董事死亡；
(c) if the Director is automatically discharged from his office in accordance with Article 34.3; 依本章程第 34.3 條規定董事當然解任者；
(d) if the Director resigns his office by notice in writing to the Company; 董事以書面通知公司辭任董事職位；
(e) if the Director is the subject of a court order for his removal in accordance with Article 36.2; or 經法院依本章程第 36.2 條規定裁判解任；或
(f) with immediate effect without any action required on behalf of the Company if 董事有下列情事之一者，當然解任：
- (i) the Director has been adjudicated bankrupt or adjudicated of the
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commencement of liquidation process by a court, and has not been reinstated to his rights and privileges;

受破產之宣告或經法院裁定開始清算程序，尚未復權者；

(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;
經相關管轄法院或官員裁決其無行為能力，或依適用法律，其行為能力受有限制；
(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;
曾犯中華民國法規禁止之組織犯罪，經有罪判決確定尚未執行、尚未執行完畢，或執行完畢、緩刑期滿或赦免後未逾五年；
(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;
曾因刑事詐欺、背信或侵占罪，經受有期徒刑一年以上宣告確定後尚未執行、尚未執行完畢，或執行完畢、緩刑期滿或赦免後尚未逾二年；
(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; 曾服公務虧空公款，經有罪判決確定後，尚未執行、尚未執行完畢，或執行完畢、緩刑期滿或赦免後尚未逾二年；
(vi) the Director has been dishonored for use of credit instruments, and the term of such sanction has not expired yet. 曾因使用信用工具而經拒絕往來尚未期滿者；或
(vii) the Director has been adjudicated of the commencement of assistantship and such assistantship having not been revoked yet. 受輔助宣告尚未撤銷者。

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.

如董事候選人有本條第37.1(f)款各目情事之一者，該人應被取消董事候選人之資格。

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
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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.

除獨立董事外，若董事在任期中轉讓超過選任當時所持有之公司股份數額二分之一時，其董事自動當然解任，且解任毋須經股東會之同意立即生效。

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.
除獨立董事外，任何董事當選後，於就任前轉讓超過選任當時所持有之公司股份數額二分之一時，或於股東會前依公開發行公司規則之停止股票過戶期間內，轉讓持股超過二分之一時，毋須經股東會之同意，其應立即喪失董事資格。

38. Compensation of Directors 董事報酬

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.
股份登錄興櫃買賣或上市櫃期間，董事會應依公開發行公司規則設立至少由三名成員組成之薪資報酬委員會，且成員中之一人須為獨立董事。薪資報酬委員會成員之專業資格、所定職權之行使及相關事項，應符合公開發行公司規則之規定。於薪資報酬委員會設立時，董事會應以決議通過薪資報酬委員會之組織章程，且該組織章程並應符合公開發行公司規則之規定。董事會得決議於登錄興櫃或上市櫃前設置薪資報酬委員會。
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.
前條所稱薪資報酬應包括董事及經理人之薪資、股票選擇權與其他具有實質獎勵之措施。
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
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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.

董事報酬得由董事會參考薪資報酬委員會之建議及其他同業一般水準決定之，惟僅得以現金支付。公司亦得支付董事因往返董事會、董事會轄下之委員會、公司股東會或與公司業務相關或為董事通常職務而適當支出之差旅費、住宿費及其他費用。董事有權依開曼公司法、公開發行公司規則、服務協議或其他與公司簽訂之相類契約，獲配公司利益。

39. Defect in Election of Director 董事選舉瑕疵

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.

除本章程第 23.4 條及適用法律規定之情形外，董事會、董事會之委員會或任何董事依誠信所為之行為，縱使嗣後經查董事選舉程序有瑕疵，或有董事不具備董事資格之情形者，其效力仍與經正當程序選任之董事、或具備董事資格之董事所為者，同等有效。

40. Directors to Manage Business 董事管理業務

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.

公司業務應由董事會管理及執行。於管理公司業務時，於本章程、開曼公司法及公司於股東會指示之範圍內，除經開曼公司法或本章程要求應由公司於股東會行使者外，董事會得行使公司之一切權力。

41. Powers of the Board of Directors 董事會之職權

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

於不影響本章程第 40 條之概括規定及不違反適用法律情形下，董事會得：

(a) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their compensation and determine their duties; 指派、終止或解免任何公司經理、秘書、職員、代理人或僱員，並決定其報酬及其職責；
(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
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any third party;

借入款項、就公司事業、財產和尚未繳納股款之全部或一部設定抵押、質押或擔保，或發行債券、債券性質股份或其他有價證券，或發行此等有價證券以作為公司或第三人債務、責任或義務之擔保；

(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; 指派一位或數位董事擔任公司之執行董事或執行長，於董事會管理下監督及管理公司所有一般業務及事務；
(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; 指派公司經理人負責公司日常業務，並得委託及賦予該經理人為從事此種業務之交易或執行之適當之權力與職責；
(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;
以授權方式，指派董事會直接或間接提名之公司、行號、個人或團體，擔任公司代理人，於董事會認為適當之期間與條件內，基於其認為適當之目的，賦予其認為適當之權力、授權及裁量權（但不得超過董事會所擁有或得以行使之權力）。該等授權書得涵蓋董事會認為適當之條款，以保護或便利與該代理人處理事務之人，亦得授權該代理人複委任其權力、授權及裁量權。若經授權時，該代理人並得依開曼公司法所允許之方式，簽署任何契約或文件；
(f) procure that the Company pays all expenses incurred in promoting and incorporating the Company;
促使公司支付所有創立及成立公司所生費用；
(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;
授與權限（包括複委任之權限）予董事會指定之一人或數人所成立之委員會，各該委員會並應依董事會指示行事。除董事另有指示或規範外，該委員會之會議及議事程序應依本章程所定之董事會議及其議事程序而進行；
(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;
以董事會認為適當之條件及其方式授予任何人權限（包括複委任之權限）；
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(i) present any petition and make any application in connection with the liquidation or reorganisation of the Company;
提出公司清算或重整之聲請或申請；
(j) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
於發行股份時，支付法律允許相關之佣金及經紀費；及
(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. 授權任何公司、行號、個人及團體為特定目的代理公司，並以公司名義簽署任何相關之協議、文件與契約。

42. Register of Directors and Officers 董事及經理人名冊

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:
董事會應依開曼公司法規定，備置一本或數本董事及經理人名冊於註冊處所，內容應包括下列關於董事及經理人之事項：
(a) first name and surname; and 姓名；及
(b) address. 地址。
42.2 The Board shall, within the period of thirty days from the occurrence of:董事會應於下列事情發生三十日內，變更董事及經理人名冊內之記載及發生日期，並依開曼公司法規定通知公司登記處：
(a) any change among its Directors and Officers; or 董事及經理人變更；或
(b) any change in the particulars contained in the Register of Directors and Officers,
- 董事及經理人名冊內事項變更。

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 經理人

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. 就本章程所稱之經理人係由董事會指派之秘書及其他經理人組成。

44. Appointment of Officers 指派經理人

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

秘書（及其他經理人，如有）應由董事會隨時指派。

45. Duties of Officers

經理人職責

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. 經理人應有董事會所隨時委託之管理並處理業務及事務之權力與職責。

46. Compensation of Officers 經理人報酬

The Officers shall receive such compensation as the Board may determine. 經理人之報酬由董事會定之。

47. Conflicts of Interest

利益衝突

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.
任何董事或其公司、合夥人或與董事有關之公司，得以任何地位而為公司行事、被公司僱用或向公司提供服務，而該董事或其公司、合夥人或與董事有關之公司有權收取之報酬，與假設其非為董事之情形者同。惟本第 47.1 條於獨立董事不適用之。
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.
縱本章程第 47 條有相反規定，董事對於董事會議討論之事項或與公司之契約、擬簽定之契約或協議有直接或間接利害關係者，應依適用法律於相關之董事會說明其自身利害關係之性質及重要內容。
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.
縱本章程第 47 條有相反規定，董事對於董事會討論事項，有自身利害關係致有害於公司利益之虞時，不得加入表決，亦不得代理其他董事行使表決權。依前述規定不得行使表決權之董事，其表決權不計入已出席董事之表決權數。
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
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Supermajority Resolution.

縱本章程第 47 條有相反規定，董事為自己或他人為屬於公司營業範圍內之行為者，應於股東會向股東說明其行為之重要內容，並取得股東會重度決議之許可。

47.5 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.
董事之配偶、二親等內血親，或與董事具有控制或附屬關係之公司，就董事會議討論之事項有利害關係者，視為董事就該事項有自身利害關係。

48. Indemnification and Exculpation of Directors and Officers 董事及經理人之補償及免責

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.
公司董事及經理人及任何受託管理人在處理與公司有關業務之期間，及各前任董事、前任經理人、前任受託管理人，及其各自之繼承人、執行人、管理人、個人代表人（各該人等於本條稱為「被補償人」），因執行其職務或其應盡之職責、或於其職務上或信託中，因其作為、同時發生之作為、或其不作為所衍生或遭受之求償、成本、費用、損失、損害及支出，公司應以其資產補償之，且被補償人對其他被補償人之行為、所收款項、過失或違約，或為一致性需求所參與之收取，或就公司應或得存放保管金錢或財產之銀行或他人，或對公司因擔保而應存入或補提之任何不足金額或財產，或因執行其職務或信託而生或相關聯之任何其他損失、災禍或損害，概不負責；惟如係因上述人員之詐欺、不誠實或因違反本章程第 48.4 條所致者，不在此限。
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
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thereof.

公司得為其董事或經理人就其因擔任董事或經理人而生之責任購買保險或續保，或以該保險補償其對公司或附屬公司可能因過失、違約、違反職責或背信而有罪，所依法而生之損失或義務。

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:
在開曼群島法允許之範圍內，繼續六個月以上持有公司已發行股份總數百分之一以上之股東得：
(a) request in writing the Board to authorise any Independent Director of the Audit Committee to file a petition with the Taipei District Court, ROC for and on behalf of the Company against any of the Directors; or
- 以書面請求董事會授權審計委員會之獨立董事為本公司對董事提起訴訟，並得以臺灣臺北地方法院為第一審管轄法院；或
(b) request in writing any Independent Director of the Audit Committee to file a petition for and on behalf of the Company against any of the Directors; the petition may be filed with the Taipei District Court, ROC as the court of the first instance; or
- 以書面請求審計委員會之獨立董事為公司對董事提起訴訟，並得以臺灣臺北地方法院為第一審管轄法院；

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

於依上述第 (a) 款或第 (b) 款提出請求後 30 日內，如 (i) 受請求之董事會未依第 (a) 款授權審計委員會之獨立董事或經董事會授權之審計委員會之獨立董事未依第 (a) 款提起訴訟；或 (ii) 受請求之審計委員會之獨立董事未依第 (b) 款提起訴訟時，在開曼群島法允許之範圍內，股東得為公司對董事提起訴訟，並得以臺灣臺北地方法院為訴訟管轄法院。
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
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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.

於不影響及不違反公司之董事依開曼群島之普通法原則及法律對公司及股東所負之一般董事責任之情形下，董事於執行公司之業務經營時，應忠實執行業務並盡善良管理人之注意義務，如有違反致公司受有損害者，於法律允許之最大限度內，應負損害賠償責任。如董事因為違反上開規定之行為，而為自己或他人取得任何利益時，於經股東會普通決議通過下，公司應採取所有適當之行動及步驟及於法律允許之最大限度內，自該董事處使該等利益歸為公司所有。公司之董事於其執行業務經營時，如有違反法律或命令導致公司對於任何人負有任何補償或損害責任時，該董事應與公司就該等補償或損害負連帶賠償之責，且若因任何原因，該董事無須與公司負連帶賠償之責，該董事應就其違反其責任導致公司所受之任何損失予以補償。經理人於執行公司職務時，應負與公司董事相同之損害賠償責任。

MEETINGS OF THE BOARD OF DIRECTORS 董事會

49. Board Meetings 董事會

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.

董事會由董事長召集之，且董事會得因執行業務而召集、休會及依其認為適切之其他方式管理其會議。在開曼群島法允許之範圍內，過半數之董事得以書面記明提議事項及理由，請求董事長召集董事會。於前述請求提出後十五日內，董事長不為召開時，過半數之董事得自行召集。

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.
股份登錄興櫃買賣或上市櫃期間，公司應至少於每季至少召開一次董事會，並依公開發行公司規則辦理。
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.
董事會會議中之決議應由多數贊成票之支持始為通過，票數相同時則為不通過
。
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50. Notice of Board Meetings 董事會通知

50.1 The Chairman may, and the Secretary on the requisition of the Chairman shall, at any time summon a meeting of the Board.
董事長得隨時召集董事會，但秘書經董事長要求時應隨時召集董事會。
50.2 Before the shares are traded on the ESM or listed on the TPEx or TSE, at least 48 hours 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 on short notice, or be held anytime after notice has been given to every Director or be convened without prior notice if all Directors agree. 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 with a shorter notice period in a manner consistent 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.
股份登錄興櫃買賣或上市櫃前，董事會之召集應至少於 48 小時前通知各董事；但遇有緊急情況時，得以較短之召集通知、或於通知每位董事後、或經每位董事同意後無需事前通知，而為召集。股份登錄興櫃買賣或上市櫃期間，召集董事會時，應於預定開會日七日前，將載明擬討論事項及承認事項（如屬適當）之開會通知寄發各董事。但遇有緊急情況時，得依符合公開發行公司規則之方式，於較短之期間內通知各董事召集之。為本條之目的，如經董事同意時，開會通知得以電子方式寄送。

51. Participation in Meetings by Video Conference 視訊會議參與董事會

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.

董事得以視訊會議，或於適用法律許可範圍內，以其他通訊器材參與董事會，使所有與會者同時並即時參與討論，並視為親自出席。

52. Quorum at Board Meetings 董事會之法定出席數

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

董事會會議所需之法定出席人數，應為過半數之董事。

53. Board to Continue in the Event of Vacancy 董事會成員缺額之運作

The Board may act notwithstanding any vacancy in its number. 董事會成員如有缺額仍得運作。

54. Chairman to Preside

董事會主席

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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.

董事長（如有）如出席董事會，應為董事會議主席。董事長缺席時，應依公開發行公司規則指派或選舉會議主席。

55. Validity of Prior Acts of the Board 董事會先前行為之效力

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.

公司於股東會就本章程所為之制定或修改，不應使董事會於本章程未制定或修改前之有效行為變為無效。

CORPORATE RECORDS 公司紀錄

56. Minutes 議事錄

The Board shall cause minutes to be duly entered in books provided for the purpose: 董事會應將會議紀錄納入所備置之簿冊，以供下列目的之用：

(a) of all elections and appointments of Officers; 所有公司經理人之選任與任命；
(b) of the names of the Directors present at each meeting of the Board and of any committee appointed by the Board; and
各次董事會之出席董事姓名，及董事會所委任之委員會各次會議之出席董事姓名；及
(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.
股東會、董事會、經理人會議與董事會委任之委員會議中所有決議及議事程序。

57. Register of Mortgages and Charges 抵押擔保登記簿

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

董事應依開曼公司法備置抵押及擔保登記簿。

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.
依開曼公司法規定，抵押擔保登記簿應備置於註冊處所，於開曼群島各營業日供股東及債權人檢閱，但應受限於董事會所為之合理限制；惟每營業日開放供檢閱之時間應不少於二小時。
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58. Form and Use of Seal 印章之形式和使用

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.
印章僅能依董事或董事授權之董事委員會依授權使用之；於董事另有決定前，印章應於董事或秘書或助理秘書或其他經董事或董事委員會授權之人在場時蓋印。
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.
縱有如上規定，印章得於未經授權下，為應檢送予開曼群島公司登記處之文件，而由公司任一董事、秘書或助理秘書或其他有權檢送前述文件之人或機構，以驗證之方式於該文件上蓋印。
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.
於開曼公司法許可下，公司得有一個或數個複製印章；且如董事認為適當，得在該複製印章表面加上其將使用之城市、領土、地區或地點的名稱。

TENDER OFFER AND ACCOUNTS 公開收購及帳簿

59. Tender Offer

公開收購

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."

股份登錄興櫃買賣或上市櫃期間，任何與公司股份之公開收購有關之公告，均應遵循公開發行公司規則，包括但不限於公開收購公開發行公司有價證券管理辦法。

60. Books of Account 會計帳簿

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: 董事會就所有公司交易應備置適當之會計帳簿，尤其是：
(a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;

公司所有收受及支出之款項、及與該收受或支出之相關事宜；

(b) all sales and purchases of goods by the Company; and 公司所銷售及購買之一切物品；及
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(c) all assets and liabilities of the Company.
公司之所有資產及負債。

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

會計帳簿自備置日起，應至少保存五年。

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.
會計帳簿應予保存。若於董事會認為之適當處所，未備有能正確、公平反映公司事務及說明相關交易所必要之會計帳簿者，視同未就前述事項妥善備置會計帳簿。
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.
依本章程與依相關法規製作之委託書、文件、表冊及電子媒體資訊等，應保存至少一年。惟如有股東就該委託書、文件、表冊及／或本條所述之資訊等提起訴訟時，倘該訴訟費時逾一年，則應保存至該訴訟終結為止。

61. Financial Year End 會計年度結束

Unless the Directors otherwise specify, the financial year of the Company: 除本公司董事會另為議定者外，本公司之會計年度：

(a) shall end on 31st December in the year of its incorporation and each following year; and
於設立當年度及其後每年，於每年十二月三十一日結束；且
(b) shall begin when it was incorporated and on 1st January each following year. 自本公司設立時起算；並於其後每年度之一月一日開始起算。

AUDIT COMMITTEE 審計委員會

62. Number of Committee Members 委員會人數

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.

股份登錄興櫃或上市櫃期間，董事會應設立審計委員會。審計委員會僅得由獨立董事組成，且全體獨立董事均應為審計委員會成員。其委員會人數不得少於三人，其中一

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人為召集人，負責不定期召集審計委員會會議，且至少一人應具備會計或財務專長。審計委員會之決議，應有審計委員會全體成員二分之ㄧ（含）以上之同意。

63. Powers of Audit Committee

審計委員會之職權

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:
- 審計委員會（若有設置者）應依公開發行公司規則之規定行使職權。下列事項應經審計委員會全體成員二分之ㄧ以上同意，並提董事會決議：
(a)adoption of or amendment to an internal control system;
訂定或修正公司內部控制制度；
(b)assessment of the effectiveness of the internal control system;
內部控制制度有效性之考核；
(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;
訂定或修正重要財務或業務行為之處理程序，例如取得或處分資產、衍生性商品交易、資金貸與他人，或為他人背書或保證；
(d)any matter relating to the personal interest of the Directors;
涉及董事自身利害關係之事項；
(e)a material asset or derivatives transaction;
重大之資產或衍生性商品交易；
(f)a material monetary loan, endorsement, or provision of guarantee; 重大之資金貸與、背書或提供保證；
(g)the offering, issuance, or Private Placement of any equity-related securities; 募集、發行或私募具有股權性質之有價證券；
(h)the hiring or dismissal of an attesting certified public accountant, or the compensation given thereto;
簽證會計師之委任、解任或報酬；
(i)the appointment or discharge of a financial, accounting, or internal auditing officer;
財務、會計或內部稽核主管之任免；
(j)approval of annual and semi-annual financial reports (if applicable under the Applicable Public Company Rules); and

年度及半年度財務報告（如依公開發行公司規則而有適用）之核可；及

(k)any other matter so determined by the Company from time to time or required by any competent authority overseeing the Company.
公司隨時認定或公司監理主管機關所要求之其他事項。
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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.

除第(j)款以外，其他任何事項如未經審計委員會成員半數（含）以上同意者，得經全體董事三分之二（含）以上同意行之，不受前項規定之限制，審計委員會之決議並應載明於董事會議事錄中。

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.
在不違反適用法律規定及開曼群島法允許之範圍內，審計委員會之獨立董事成員應監督公司業務之執行，並得隨時調查公司業務及財務狀況，查核簿冊文件，並得請求董事會或經理人提出報告。在不違反適用法律規定及開曼群島法允許之範圍內，審計委員會之獨立董事成員依本條行使職權時，董事會得授權審計委員會之獨立董事代表公司委任會計師、律師審核之。
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.
審計委員會對於董事會編造提出股東會之各種表冊，應予查核，並報告意見於股東會。

VOLUNTARY DISSOLUTION AND WINDING-UP 自願解散和清算

64. Voluntary Dissolution and Winding-Up 自願解散和清算

64.1 The Company may be voluntarily wound-up in accordance with Article 12.4. 公司得依本章程第 12.4 條之規定自願解散。
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.
如公司應行清算，清算人經特別決議同意後，得將公司全部或部分之資產（無論其是否由性質相同之財產所組成）以其實物分配予各股東，並得依適用法律，以其所認公平之方式，決定前開應分配財產之價值，及各股東間、或不同股別股東間之分配方式。經特別決議，清算人得依其認為適當之方式，將該等資
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產之全部或一部，為股東之利益而交付信託。惟股東毋庸接受其上附有任何負債之股份、或其他有價證券或財產。

CHANGES TO CONSTITUTION

變更章程

65. Changes to Articles 變更章程

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. 在不違反開曼公司法規定、公開發行規則及章程大綱之情形下，公司得經特別決議變更或增訂其章程。

LITIGIOUS AND NON-LITIGIOUS AGENT

訴訟及非訟代理人

66. Appointment of Litigious and Non-Litigious Agent 委任訴訟及非訟代理人

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. 股份登錄興櫃買賣或上市櫃期間，公司應依適用法律委任訴訟及非訟代理人，擔任公司依中華民國證券交易法在中華民國境內之負責人，處理中華民國證券交易法及與中華民國證券交易法相關之規則及規定所定事務。前述訴訟及非訟代理人須為在中華民國境內有住所或居所之自然人。

OTHERS

其他

67. ROC Securities Laws and Regulations 中華民國證券法令

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.

股份登錄興櫃買賣或上市櫃期間內，董事、獨立董事、薪資報酬委員會或審計委員會之資格條件、組成、選任、解任、職權行使及其他應遵行事項，應遵循中華民國證券法令適用於本公司的規定。

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.

公司經營業務，應遵守法令及商業倫理規範，得採行增進公共利益之行為，以善盡其社會責任。
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Appendix 2

REGAL HOLDING CO., LTD. Rules of Procedures for Shareholders’ Meetings

Article 1. Law Basis

The rules of procedures for this Company's shareholders meetings, except as otherwise provided by Laws and regulations for the listed companies, law, or regulation, shall be as provided in these Rules.

Article 2. Attendance and Sign-in

(1) The Company shall specify in its Shareholder Meeting notices the time during which shareholder attendance registrations 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 paragraph, shall be at least thirty minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
(3) Shareholders and their proxies (collectively, "Shareholders") shall attend Shareholder Meeting based on attendance cards, sign-in cards or other certificates of attendance. People who soliciting proxy forms shall also bring identification documents for verification.
(4) The Company shall furnish the attending 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 or/and Supervisors (if any), pre-printed ballots shall also be furnished.
(6) Unless otherwise specified by the laws and rules for TWSE/GTSM listed companies or other relevant acts, a juristic person shall obey the Company’s Articles of Association for attending a Shareholder Meeting.

Article 3. Calculation of the Shares in Attendance

Attendance at Shareholder 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.

Article 4. Meeting time and Venue

Subject to the Laws and regulations for the listed companies, the venue for a Shareholder Meeting shall be a place easily accessible to shareholders and suitable for a Shareholder Meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

Article 5. Attendance of Non-voting Participants and Identification of Staff

The Company may appoint its legal counsel, certified public accountants or related persons retained by it to attend a Shareholder Meeting in a non-voting capacity. Staff handling administrative affairs of Shareholder Meeting shall wear identification cards or arm bands.

Article6. Audio and Video Recording during the Meeting

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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 Shareholder Meeting, and the voting and vote counting procedures. The recorded materials shall be retained for at least 1 year. Provided, however, a shareholder files a lawsuit pursuant to Laws and regulations for the listed companies, the recording shall be retained until the conclusion of the litigation.

Article7. Chair and Proxy for the Chair

(1) Unless otherwise prescribed by Laws and regulations for the listed companies, if a Shareholder Meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairperson of the Board (if any). When the Chairperson of the Board is on leave or for any reason unable to exercise the powers of the Chairperson, the Chairperson shall appoint one of the Directors to act as chair. Where the Chairperson does not make such a designation, 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 section, the Managing Director or Director shall be one who has held that position for 6 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) If a Shareholder 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.
(4) Before the Company is listed, the Company shall notify the shareholder at least 5 days before the date of a Shareholder Meeting in accordance with Article 20.1 of Articles of Association of the Company. After the Company is listed, the Company shall notify the shareholders who have the right for attendance and voting 30 days before the date of a general Shareholder Meeting or 15 days before the date of a special Shareholder Meeting. The meeting notice shall specify the date, time, venue and reasons for the meeting. The Company shall prepare electronic versions of the Shareholder 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) 30 days before the date of a general Shareholder Meeting or 15 days before the date of a special Shareholder Meeting. The Company shall prepare electronic versions of the Shareholder Meeting agenda and supplemental meeting materials and upload them to the MOPS 21 days before the date of a general Shareholder Meeting or 15 days before the date of a Special Shareholder Meeting. In addition, 15 days before the date of the Shareholder Meeting, the Company shall also prepare the Shareholder Meeting agenda and supplemental meeting materials and make them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

Article 8. Call the Meeting to Order

The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not reach the quorum (which is a majority of the total

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number of issued shares represented by shareholders with voting rights or their proxies), 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, tentative resolution can be made subject to the Laws and regulations for the listed companies. 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 Shareholder Meeting pursuant to the Laws and regulations for the listed companies.

Article 9. Discussion of Proposals

(1) It is advisable the Shareholder Meetings convened by the Board of Directors be attended by a majority of the Directors.
(2) The agenda of the Shareholder Meeting shall be scheduled by the Board of Directors if that Shareholder Meeting is convened by the Board of Directors, and that Shareholder Meeting shall process as scheduled except by a resolution of the Shareholder Meeting.
(3) The provisions of the preceding section apply 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 sections, except by a resolution of the Shareholder Meeting or regulated in Article 17 of the Rules. Shareholders are not allowed to elect a new chair at the current venue or resume the meeting at another venue after the meeting adjourned; if the chair declared the meeting adjourned in violation of the Rules, 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 put forward by the shareholders; when the chair is of the opinion that a proposal is in accordance with the Laws and regulations for the listed companies and the Company’s Articles of Association as well as has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.

Article 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 shareholder account name. The order in which shareholders speak will be set by the Chair.
(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 be prevailed.
(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 five minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the Chair may terminate the speech.
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(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 Shareholder 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 appoint relevant personnel to respond.

Article 11. Proposals by Shareholders

After the Company is listed, a shareholder holding one percent or more of the total number of issued shares may submit to the Company a written proposal or in electronic methods for discussion at a Shareholder Meeting in accordance with the laws and regulations for the listed companies and the Company’s Articles of Association.

Article 12. Calculation of Voting Rights, Recusal systems

(1) Voting at a Shareholder Meeting shall be calculated based on the number 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 Shareholder Meeting, the Company shall compile in the prescribed format pursuant to the laws and regulations for the listed companies a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies and shall make an express disclosure of the same at the place of the Shareholders Meeting.
(4) With respect to resolutions of Shareholder Meetings, 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.
(5) Within the scope required by the laws and regulations for the listed companies and subject to the Company’s Articles of Association, when a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder or as representative for juristic person shareholder.
(6) 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.
(7) With the exception of trust enterprises or institutions for shareholder services agent approved by the R.O.C 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.
(8) Subject to the laws and regulations for the listed companies, if a shareholder holds shares for others, such shareholder may exercise his/her/its voting power separately. Regulations governing the qualifications, scope, methods of exercise, operating procedures and other matters for compliance with respect to exercising voting power separately in this section shall be prescribed by the Financial Supervisory Commission of the R.O.C..
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Article 13. Principles for the Voting Power

(1) Unless otherwise specified in the Articles of Association of the Company or the shares owned are added or restricted with other rights, a shareholder present at a Shareholder Meeting or a proxy on behalf of shareholders shall be entitled to one vote for each share held when voting.
(2) The shareholders shall vote on each proposal and on the same date of the closing of the shareholders' meeting, the Company shall upload the result of the shareholders' consent, objection or waiver on each proposal to the MOPS.
(3) In case a Director or/and a Supervisor (if any) of the Company whose shares has created a pledge on the Company’s shares (“Pledging of Shares”) exceeding more than half of the Company’s shares being held by him/her/it at the time he/she/it is elected, the voting power of the excessive portion of shares (which are pledged exceeding more than half of the Company’s shares being held by him/her/it at the time he/she/it is elected ) shall not be exercised and counted in the number of votes of shareholders present at the meeting.

Article 14. Resolution for the Proposals

(1) Unless otherwise specified by the laws and regulations for the listed companies and the Articles of Association of the Company, the resolution of a proposal shall be approved by a majority of vote of the shareholders present, who represent more than one-half of the total number of voting shares.
(2) The election of Directors or/and Supervisors (if any) at a Shareholder 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 or/and Supervisors (if any) and the numbers of votes with which they were elected.
(3) The ballots for the election of Directors shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to the laws and regulations for the listed companies, the ballots shall be retained until the conclusion of the litigation.

Article 15. Vote monitoring and counting

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair and all monitoring personnel shall be shareholders of the Company. Vote counting for Shareholder Meeting proposals or elections shall be conducted in public at the place of the Shareholder 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 shall be made of the vote.

Article 16. Meeting Minutes

(1) Matters relating to the resolutions of a Shareholder 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) During the period the Company is listed, the Company may distribute the meeting minutes of the preceding section by means of a public announcement made through the MOPS.
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(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 results, and shall be retained for the duration of the existence of the Company.
(4) The voting result of a resolution (including the number of votes for and against the resolution) and the total number of the votes shall be specified in meeting minutes.
(5) If matters put to a resolution at a Shareholder Meeting constitute material information under applicable laws and regulations for the listed companies, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17. Recess and resumption of Shareholder 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 on the meeting agenda have been addressed, the Shareholder Meeting may adopt a resolution to resume the meeting at another venue. And if necessary, the Shareholder Meeting may be announced to postpone if resolved by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares. (It shall be deemed a must to postpone if required by the Shareholder Meeting.)
(3) A resolution may be adopted at a Shareholders Meeting to defer or resume the meeting within 5 days in accordance with the laws and regulations for the listed companies.

Article 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 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 Shareholder 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 doing so.

Article 19. Enforcement and Revision

The enactment and revision of the Rules shall be approved by the Board of Directors and adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares in a Shareholder Meeting.

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Appendix 3

REGAL HOLDING CO., LTD. Rules of Procedures for Directors’ Meetings

1. Purpose

To establish a strong governance system and sound supervisory capabilities for the Company's board of directors and to strengthen management capabilities, these Rules are adopted pursuant to the Regulations Governing Procedure for Board of Directors Meetings of Public Companies.

2. Scope

With respect to the board of directors’ meetings ("board meetings"), the main agenda items, working procedures, required content of meeting minutes, public announcements, and other compliance requirements shall be handled in accordance with the provisions of these Rules.

3. Meeting notice and meeting materials

(1) The board of directors shall meet at least quarterly.
(2) Before the company is listed on the on the Taiwan Stock Exchange Corporation (TWSE) or GreTai Securities Market (GTSM), a notice of the reasons for convening a board meeting shall be given to each director at least 48 hours before the meeting is convened. In emergency circumstances, however, a board meeting may be called on shorter notice or without pre-notice upon the consent of each director. While the Company is listed, a notice of the reasons for convening a board meeting shall be given to each director seven (7) days before the meeting is convened; however, a board meeting may be called on shorter notice in emergency circumstances in accordance with the TWSE/GTSM listing rules. Upon the consent of each Director, such notice may be sent in electronic form.
(3) All matters set forth under Article 11 paragraph 1 of these Rules shall be specified in the notice of the reasons for convening a board meeting. None of those matters may be raised by an extraordinary motion except in the case of an emergency or for other legitimate reason.
(4) The designated unit responsible for the board meetings of this Company shall be the secretary of the Board of Directors.
(5) The unit responsible for board meetings shall draft agenda items and prepare sufficient meeting materials and shall deliver them together with the notice of the meeting.
(6) A director who believes the meeting materials provided are insufficient may request their supplementation by the unit responsible for board meetings. If a director believes materials concerning any proposal are insufficient, the deliberation of such proposal may be postponed by a resolution of the board of directors.

4. Preparation of signature book and other documents and Director’s attendance by a Director's proxy

(1) When a board meeting is held, an attendance book shall be provided for signing-in by attending directors, which shall be made available for future reference.
(2) Directors shall attend board meetings in person. A director unable to attend the meeting in person may attend the meeting by videoconferencing in accordance with the Article 51 of the Company’s Articles. Attendance by videoconference is deemed to be attendance in person.
(3) A director who appoints another director to attend a board meeting shall, each time or at the first time before the meeting starts, issue a written proxy. The proxy form
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shall state therein the scope of authority of such proxy with reference to the subject matters to be discussed as listed in the Board meeting’s notice.

(4) The proxy referred to in paragraphs 2 and 3 may be the appointed proxy of only one person.

5. Principles for determining the place and time of a board meeting

A board meeting shall be held at a place and time convenient for all directors to attend and suitable for holding board meetings.

6. Chair and acting chair of a board meeting

(1) Unless there is a regulation in the Company’s Articles, board meetings shall be convened and chaired by the chairperson of the board. However, with respect to the first meeting of each newly elected board of directors, it shall be called and chaired by the director that received votes representing the largest portion of voting rights at the shareholders meeting in which the directors were elected; if two or more directors are so entitled to convene the meeting, they shall select from among themselves one director to serve as chair.
(2) In case the chairman of the board of directors is on leave or cannot exercise his power and authority for any cause, the vice chairman shall act on his behalf. In case there is no vice chairman, or the vice chairman is also on leave or unable to exercise his power and authority for any cause, the chairman of the board of directors shall designate one of the managing directors, or where there are no managing directors, one of the directors to act on his behalf. In the absence of such a designation, the managing directors or the directors shall elect from among themselves an acting chairman of the board of directors.

7. Reference materials, non-voting participants, and holding board meetings

(1) When a board meeting is held, the management (or the designated unit responsible for the board meetings) shall furnish the attending directors with relevant materials for ready reference.
(2) As merited by the content of a proposal to be put forward at a board meeting, personnel from a relevant department or a subsidiary may be notified to attend the meeting as non-voting participants. When necessary, certified public accountants, attorneys, or other professionals retained by this Company may also be invited to attend the meeting as non-voting participants and to make explanatory statements, provided that they shall leave the meeting when deliberation or voting takes place.
(3) The chair shall call the board meeting to order at the appointed meeting time and when more than one-half of all the directors are in attendance.
(4) If one-half of all the directors are not in attendance at the appointed meeting time, the chair may announce postponement of the meeting time, provided that no more than two such postponements may be made. If the quorum is still not met after two postponements, the chair shall reconvene the meeting in accordance with the procedures in Article 3, paragraph 2.
(5) The number of "all directors," as used in the preceding paragraph and in Article 15, paragraph 2, subparagraph 2, shall be counted as the number of directors then actually in office.

8. Documentation of a board meeting by audio or video

(1) Proceedings of a board meeting shall be recorded in their entirety in audio or video, and the recording shall be retained for a minimum of 5 years. The record may be retained in electronic form.
(2) If any litigation arises with respect to a resolution of a board meeting before the end of the retention period of the preceding paragraph, the relevant audio or video
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record shall be retained until the conclusion of the litigation.

(3) Where a board meeting is held by videoconference, the audio or video documentation of the meeting constitutes part of the meeting minutes and shall be retained for the duration of the existence of the Company.

9. Agenda items

Agenda items for regular board meetings of the Company shall include at least the following:

(1) Matters to be reported;
A. Minutes of the last meeting and action taken;
B. Important financial and business reports;
C. Internal audit reports;
D. Other important reports.
(2) Matters for discussion:
A. Items for continued discussion from the last meeting.
B. Items for discussion at this meeting.
(3) Extraordinary Motions

10. Discussion of proposals

(1) A board meeting shall follow the agenda given in the meeting notice. However, the agenda may be changed with the approval of a majority of directors in attendance at the board meeting.
(2) The chair may not declare the meeting closed without the approval of a majority of the directors in attendance at the meeting.
(3) At any time, during the board meeting, if the number of directors sitting at the meeting does not constitute a majority of the attending directors, then upon the motion by a director sitting at the meeting, the chair shall declare a suspension of the meeting, in which case Article 7, paragraph 4 shall apply mutatis mutandis.

11. Matters requiring discussion at a board meeting

(1) The Company shall raise the following matters at the Company’s Board meeting for discussion:
A. The Company’s business plan;
B. Annual financial report and semi-annual financial report, except for semi-annual financial reports which, under relevant laws and regulations, need not be audited and attested by a certified public accountant;
C. The adoption of or amendments to the internal control system shall be established or amended in pursuant to Article 14-1 of the Securities and Exchange Act, and assessment of the effectiveness of the internal control system.
D. Pursuant to Article 36-1 of the Taiwan SEA, adopting or amending the procedures for handling important financial and business activities, such as the acquisition or disposition of assets, derivative products transactions, lending of capital, endorsement for third parties, and provision of guarantees;
E. The offering, issuance, or private placement of equity-type securities.;
F. Appointment and/or discharge of financial, accounting or internal audit officers;
G. A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief that is made for a major natural disaster may be submitted to the following board of directors meeting for retroactive recognition.
H. Any matter that, under Article 14-3 of the Securities and Exchange Act or any other law, regulation, or bylaw, must be approved by resolution at a
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shareholders meeting or board meeting, or any material matter as may be prescribed by the competent authority.

(2) The term "related party" in subparagraph 7 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "substantial donation to a non-related party" means any donation or a series of donations within a one-year period to a single recipient that, on an individual basis or cumulatively, amount to NT$ 100 million or more, or reach 1 percent of the net operating revenue or 5 percent of the paid-in capital as stated in the audited financial reports for the most recent fiscal year.
(3) The term "within a 1-year period" in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current board of directors meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation.
(4) If the Company has an independent director or directors, at least one independent director shall attend each meeting in person. In the case of a meeting concerning any matter required to be submitted for a resolution by the board of directors under paragraph 1, each independent director shall attend in person; if an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy. If an independent director expresses any objection or reservation about a matter, it shall be recorded in the board meeting minutes. An independent director intending to express an objection or reservation but unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.

12.Voting (1)

(1) When the chair at a board meeting believes a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call a vote.
(2) When a proposal comes to a vote at a board meeting, if no attending director voices an objection following an inquiry by the chair, the proposal will be deemed approved. If there is an objection following an inquiry by the chair, the proposal shall be brought to a vote.
(3) One voting method for proposals at a board meeting shall be selected by the chair from among those below, provided that when an attending director has an objection, the chair shall seek the opinion of the majority to decide:
A. Vote by show of hands or a vote by voting machine;
B. Roll-call vote;
C. Vote by ballots;
D. A vote by a method selected at the Company's discretion.
(4) "Attending directors," as used in the preceding two paragraphs, does not include directors that may not exercise voting rights pursuant to Article 14.

13. Vote (2)

(1) Except where otherwise provided by the laws and the Company’s Articles, the passage of a proposal at a board meeting shall require the approval of a majority of the directors in attendance at a board of directors meeting attended by a majority of all directors.
(2) When there is an amendment or alternative to a proposal, within the scope of the regulations, the chair shall present the amended or alternative proposal together
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with the original proposal and decide the order in which they will be put to a vote. If anyone among them is passed, the other proposals shall then be deemed rejected, and no further voting on them shall be required.

(3) If a vote on a proposal requires monitoring and counting personnel, the chair shall appoint such personnel, providing that all monitoring personnel shall be directors.
(4) Voting results shall be made known on-site immediately and recorded in writing.

14. Recusal system for directors

If a director or a juristic person that the director represents is an interested party in relation to an agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interest of the Company, that director may not participate in discussion or voting on that agenda item and shall recuse himself or herself from the discussion or the voting on the item and may not exercise voting rights as proxy for another director. Where a director is prohibited by the preceding paragraph from exercising voting rights with respect to a resolution at a board meeting, the provisions of Article 180, paragraph 2 of the Company Act apply mutatis mutandis in accordance with Article 206, paragraph 4 of the same Act. 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 has interests in the matters under discussion in the board meeting, such director shall be deemed to have a personal interest in the matter.

15. Meeting minutes and sign-in matters

(1) Discussions at a board meeting shall be recorded in the meeting minutes, and the minutes shall fully and accurately state the matters listed below:
A. The meeting session (or year) and the time and place of the meeting;
B. Chairperson’s name;
C. The directors' attendance at the meeting, including the names and the number of directors in attendance, excused, and absent;
D. Names and titles of those attending the meeting as non-voting participants;
E. Name of the minute taker;
F. The matters reported at the meeting;
G. Agenda items: the method of resolution and the result for each proposal; a summary of the comments made by directors, experts, or other persons; the name of any director that is an interested party as referred to in the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; opinions expressing objections or reservations at the meeting that were included in records or stated in writing; and any opinion issued in writing by an independent director pursuant to Article 11, paragraph 4.
H. Extraordinary motions: The name of the mover, the method of resolution and the result, a summary of the comments of any director, expert, or other person; the name of any director that is an interested party as referred to in paragraph 1 of the preceding article, an explanation of the important aspects of the relationship of interest, the reasons why the director was required or not required to enter recusal, and the status of their recusal; and their objections or reservations and any recorded or written statements.
I. Other matters to be included
(2) The occurrence of any of the following circumstances, with respect to a resolution passed at a board meeting, shall be stated in the meeting minutes and shall be
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publicly announced and filed on the website of the Market Observation Post System designated by the Financial Supervisory Commission, within 2 days from the date of the meeting:

A. Any objection or expression of reservations by an independent director expresses of which there is a record or written statement.
B. A resolution is adopted with the approval of two-thirds or more of all directors, without having been passed by the audit committee of the Company.
(3) The attendance book constitutes part of the minutes for each board meeting and shall be retained for the duration of the existence of Company.
(4) The minutes of a board meeting shall bear the signature or seal of both the chair and the minute taker, and a copy of the minutes shall be distributed to each director within 20 days after the meeting. The minutes shall be deemed important corporate records and appropriately preserved during the existence of the Company.
(5) The meeting minutes of paragraph 1 may be produced and distributed in electronic form.

16. Principles with respect to the delegation of powers by the board

Except for the matters as set forth in Paragraph 1 of Article 11 of the Rules which shall be raised at the Company’s Board meeting for discussion, subject to the applicable law and the Memorandum and Articles of Association, the matters to be executed by the Chairpersons as authorized by the Board are specified as below: (1) All matters within the scope of business.
(2) The matters shall be executed in accordance with the approved authority level, management policies and procedures.
(3) Check the Company's accounting system, financial status, and financial reporting procedures.
(4) Procedures for handling major financial business activities such as obtaining or disposing of assets, engaging in derivative commodity transactions, financing loans to others, and endorsing or providing guarantees for others.
(5) Exchange with the Company’s visa accountant.
(6) To assess internal auditors and their work.
(7) To assess the internal control of the Company.
(8) Assess, inspect and supervise the existence or potential risks of the Company.
(9) Check the Company's compliance with legal regulations.
(10) Review of the transactions referred to in Article 14 that involve conflicts of interests of directors and should evade the exercise of voting rights, in particular the transactions of major stakeholders, the acquisition or disposal of assets, the trading of derivative commodities, the financing of loans to others, the endorsement of others or the provision of guarantees and set up investment companies for investment purposes.
(11) According to the needs of the Company's funds, it shall fully handle related matters concerning the loan amount and conditions of each financial institution and submit the implementation status to the board of directors.
(12) According to the Company's capital requirements, the endorsement will be carried out according to the amount specified in the fund loan and endorsement operation procedures, and the transaction will be carried out in accordance with the amount of credit required to obtain or dispose of the asset handling procedures, and the implementation will be reported to the board of directors.
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(13) The selection of directors and representatives of subsidiaries (including overseas branches).
(14) The Company's organizational adjustments and amendments to the organizational rules.
(15) Evaluating the qualifications of accountants and nominating qualified candidates.
(16) Other Boards authorize the chairman's authority.

17. Supplementary Articles

These Rules of Procedure shall be approved by the audit committee and adopted by the board of directors and reported in the shareholders’ meeting. Subsequent amendments thereto shall be effective in the same manner.

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Appendix 4

REGAL HOLDING CO., LTD. Ethical Corporate Management Best Practice Principles

1. Purpose

These Principles are adopted to foster a corporate culture of ethical management and sound development and offer a reference framework for establishing good commercial practices.

2. Scope

The Company, the subsidiaries of the Company, and other institutions and organizations which are substantially controlled by such company.

3. Definition

"Benefits" in these Principles means any valuable things, including money, endowments, commissions, positions, services, preferential treatment or rebates of any type or in any name. Benefits received or given occasionally in accordance with accepted social customs and that do not adversely affect specific rights and obligations shall be excluded.

4. Contents

Ethical Conduct

(1) When engaging in commercial activities, directors, managers, employees, and mandataries (“Company staff”) or persons having substantial control over such companies shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty for purposes of acquiring or maintaining benefits.
(2) Parties referred to in the preceding paragraph include civil servants, political candidates, political parties or members of political parties, state-run or private-owned businesses or institutions, and their directors, managers, employees or substantial controllers or other stakeholders.

Complying Relevant Laws

(3) The Company shall comply with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Statute, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest, TWSE/GTSM listing rules, or other laws or regulations regarding commercial activities, as the underlying basic premise to facilitate ethical corporate management.
Company’s Policy
(4) The Company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development.
Preventing conflicts of interest
(5) The directors, managers of the Company and other stakeholders attending or present at board meetings shall exercise a high degree of self-discipline; When a proposal at a given board of directors meeting concerns the personal interest of, or the interest of the juristic person represented by, the concerned person shall state the important aspects of the relationship of interest at the given board meeting. If his or her participation is likely to prejudice the interest of the company, the concerned person may not participate in discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting and may not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in improper dealings. The Company's directors, managers, employees, mandataries, and substantial controllers shall not take advantage of their positions or influence in the companies to obtain improper
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benefits for themselves, their spouses, parents, children or any other person. Prevention Measures

(6) The Company staff is strictly forbidden of the following conducts: Offering and accepting bribes.

(7) When conducting business, the Company staff may not directly or indirectly offer, promise to offer or accept any improper benefits in whatever form to or from clients, agents, contractors, suppliers, public servants, or other stakeholders.

Illegal political donations

(8) When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the Company staff shall comply with the Political Donations Act and their own relevant internal operational procedures and shall not make such donations in exchange for commercial gains or business advantages. Improper charitable donations or sponsorship.

(9) When making or offering donations and sponsorship, the Company staff shall comply with relevant laws and regulations and internal operational procedures and shall not surreptitiously engage in bribery. Offering or accepting unreasonable presents or hospitality, or other improper benefits.

(10) The Company staff shall not directly or indirectly offer or accept any unreasonable presents, hospitality or other improper benefits to establish business relationship or influence commercial transactions.

Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights.

Engaging in unfair competitive practices.

Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision, or sale of products and services. Penal Provisions

(11) If any of the Company's staff violates these Principles, the Company shall handle the violation in accordance with Reward and Punishment Regulations or related regulation. If there is any violation of the applicable laws, he/she will be reported to judicial authorities for investigation.

These Principles shall be approved by the audit committee, then delivered to board of directors and proposed to the shareholders’ meeting for approval, also apply to the investment comp

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Appendix 5

REGAL HOLDING CO., LTD.

Procedures for Ethical Management and Guidelines for Conduct

1. Purpose of adoption and scope of application

The Company engages in commercial activities following the principles of fairness, honesty, faithfulness, and transparency, and in order to fully implement a policy of ethical management and actively prevent unethical conduct, these Procedures for Ethical Management and Guidelines for Conduct (hereinafter, "Procedures and Guidelines") are adopted pursuant to the provisions of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies and the applicable laws and regulations of the places where the Company and its business groups and organizations operate, with a view to providing all personnel of the Company with clear directions for the performance of their duties.

The scope of application of these Procedures and Guidelines includes the subsidiaries of the Company, any incorporated foundation in which the Company's accumulated contributions, direct or indirect, exceed 50 percent of the total funds of the foundation, and other group enterprises and organizations, such as institutions or juristic persons, substantially controlled by the Company.

2. Applicable subjects

For the purposes of these Procedures and Guidelines, the term "personnel of the Company" refers to any director, supervisor, managerial officer, employee, mandatary or person having substantial control, of the Company or its group enterprises and organizations.

Any provision, promise, request, or acceptance of improper benefits by any personnel of the Company through a third party will be presumed to be an act by the personnel of the Company.

3. Unethical conduct

For the purposes of these Procedures and Guidelines, "unethical conduct" means that any personnel of the Company, in the course of their duties, directly or indirectly provides, promises, requests, or accepts improper benefits or commits a breach of ethics, unlawful act, or breach of fiduciary duty for purposes of acquiring or maintaining benefits.

The counterparties of the unethical conduct under the preceding paragraph include public officials, political candidates, political parties or their staffs, and government-owned or private-owned enterprises or institutions and their directors, supervisors, managerial officers, employees, persons having substantial control, or other interested parties.

4. Types of benefits

For the purposes of these Procedures and Guidelines, the term "benefits" means any money, gratuity, gift, commission, position, service, preferential treatment, rebate, facilitating payment, entertainment, dining, or any other item of value in whatever form or name.

5. Responsible unit

The Company shall designate the office of board secretary as the solely responsible unit (hereinafter, "responsible unit") under the board of directors and in charge of the amendment, implementation, interpretation, and advisory services with respect to these Procedures and Guidelines, the recording and filing of reports, and the monitoring of implementation. The responsible unit shall be in charge of the following matters and also submit regular reports to the board of directors:

(1) Assisting in incorporating ethics and moral values into the Company's business strategy

and adopting appropriate prevention measures against corruption and malfeasance to ensure

ethical management in compliance with the requirements of laws and regulations.

(2) Adopting programs to prevent unethical conduct and setting out in each program the standard

operating procedures and conduct guidelines with respect to the Company's operations and business.

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(3) Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct. (4) Promoting and coordinating awareness and educational activities with respect to ethics policy.

(5) Developing a whistle-blowing system and ensuring its operating effectiveness.

(6) Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.

6. Prohibition against providing or accepting improper benefits

Except under one of the following circumstances, when providing, accepting, promising, or requesting, directly or indirectly, any benefits as specified in Article 4, the conduct of the given personnel of the Company shall comply with the provisions of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies and these Procedures

and Guidelines, and the relevant procedures shall have been carried out:

(1) The conduct is undertaken to meet business needs and is in accordance with local courtesy, convention, or custom during domestic (or foreign) visits, reception of guests, promotion of business, and communication and coordination. (2) The conduct has its basis in ordinary social activities that are attended or others are invited to hold in line with accepted social custom, commercial purposes, or developing relationships. (3) Invitations to guests or attendance at commercial activities or factory visits in relation to business needs, when the method of fee payment, number of participants, class of accommodations, and the time period for the event or visit have been specified in advance. (4) Attendance at folk festivals that are open to and invite the attendance of the general public. (5) Rewards, emergency assistance, condolence payments, or honorariums from the management. (6) Other conduct that complies with the rules of Company. 7. Procedures for handling the acceptance of improper benefits

Except under any of the circumstances set forth in the preceding article, when any personnel of the Company are provided with or are promised, either directly or indirectly, any benefits as specified in Article 4 by a third party, the matter shall be handled in accordance with the following procedures: (1) If there is no relationship of interest between the party providing or offering the benefit and the official duties of the Company's personnel, the personnel shall report to their immediate supervisor within 3 days from the acceptance of the benefit, and the responsible unit shall be notified if necessary.

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(2) If a relationship of interest does exist between the party providing or offering the benefit

and the official duties of the Company's personnel, the personnel shall return or refuse

the benefit, and shall report to his or her immediate supervisor and notify the responsible

unit. When the benefit cannot be returned, then within 3 days from the acceptance of the

benefit, the personnel shall refer the matter to the responsible unit for handling.

"A relationship of interest between the party providing or offering the benefit and the official duties of the Company's personnel," as referred to in the preceding paragraph, refers to one of the following circumstances:

(1) When the two parties have commercial dealings, a relationship of direction and supervision,

or subsidies (or rewards) for expenses.

(2) When a contracting, trading, or other contractual relationship is being sought, is in progress,

or has been established.

(3) Other circumstances in which a decision regarding the Company's business, or the

execution or non-execution of business, will result in a beneficial or adverse impact.

The responsible unit of the Company shall make a proposal, based on the nature and value of the benefit under paragraph 1, that it be returned, accepted on payment, given to the public, donated to charity, or handled in another appropriate manner. The proposal shall be implemented after being reported and approved by the chairman of the board.

8. Prohibition of and handling procedure for facilitating payments

The Company shall neither provide nor promise any facilitating payment.

If any personnel of the Company provides or promises a facilitating payment under threat or intimidation, they shall submit a report to their immediate supervisor stating the facts and shall notify the responsible unit.

Upon receipt of the report under the preceding paragraph, the responsible unit shall take immediate action and undertake a review of relevant matters in order to minimize the risk of recurrence. In a case involving alleged illegality, the responsible unit shall also immediately report to the relevant judicial agency.

9. Procedures for handling political contributions

Political contributions by the Company shall be made in accordance with the following provisions, reported to the supervisor (the chairman of the board) in charge for approval. It shall be made only after being reported to and approved by the board of directors:

(1) It shall be ascertained that the political contribution is in compliance with the laws and regulations governing political contributions in the country in which the recipient is located,

including the maximum amount and the form in which a contribution may be made.

(2) A written record of the decision-making process shall be kept.

(3) Account entries shall be made for all political contributions in accordance with applicable

laws and regulations and relevant procedures for accounting treatment.

(4) In making political contributions, commercial dealings, applications for permits, or carrying

out other matters involving the interests of Company with the related government agencies shall be avoided.

10.Procedures for handling charitable donations or sponsorships

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Charitable donations or sponsorships by the Company shall be provided in accordance with

the following provisions and reported to the supervisor (the chairman of the board) in charge for

approval, and a notification shall be given to the responsible unit. It has been submitted for

adoption by the board of directors:

(1) It shall be ascertained that the donation or sponsorship is in compliance with the laws and

regulations of the country where the Company is doing business.

(2) A written record of the decision making process shall be kept.

(3) A charitable donation shall be given to a valid charitable institution and may not be a disguised form of bribery.

(4) The returns received as a result of any sponsorship shall be specific and reasonable, and the

subject of the sponsorship may not be a counterparty of the Company's commercial

dealings or a party with which any personnel of the Company has a relationship of interest.

(5) After a charitable donation or sponsorship has been given, it shall be ascertained that the

destination to which the money flows is consistent with the purpose of the contribution.

11.Recusal

When a Company director , supervisor, officer or other stakeholder attending or present at a board meeting, or the juristic person represented thereby, has a stake in a proposal at the meeting , that director, supervisor, officer or stakeholder shall state the important aspects of the stake in the meeting and, where there is a likelihood that the interests of Company would be prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner.

If in the course of conducting company business, any personnel of the Company discovers that a potential conflict of interest exists involving themselves or the juristic person that they represent, or that they or their spouse, parents, children, or a person with whom they have a relationship of interest is likely to obtain improper benefits, the personnel shall report the relevant matters to both his or her immediate supervisor and the responsible unit, and the immediate supervisor shall provide the personnel with proper instructions.

No personnel of the Company may use company resources on commercial activities other than those of Company, nor may any personnel's job performance be affected by his or her involvement in the commercial activities other than those of Company.

12.Special unit in charge of confidentiality regime and its responsibilities

The Company shall set up a special unit charged with formulating and implementing procedures for managing, preserving, and maintaining the confidentiality of the Company's trade secrets, trademarks, patents, works and other intellectual properties and it shall also conduct periodical reviews on the results of implementation to ensure the sustained effectiveness of the confidentiality procedures.

All personnel of the Company shall faithfully follow the operational directions pertaining to intellectual properties as mentioned in the preceding paragraph and may not disclose to any other party any trade secrets, trademarks, patents, works, and other intellectual properties of Company of which they have learned, nor may they inquire about or collect any trade secrets, trademarks, patents, and other intellectual properties of Company unrelated to their individual duties.

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13.Prohibition against disclosure of confidential information

The Company shall follow the Fair Trade Act and applicable competition laws and regulations when engaging in business activities, and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines of commerce.

14.Prohibition against insider trading

The Company shall collect and understand the applicable laws and regulations and international standards governing its products and services which it shall observe and gather and publish all guidelines to cause personnel of the Company to ensure the transparency of information about, and safety of, the products and services in the course of their research and development, procurement, manufacture, provision, or sale of products and services. The Company shall adopt and publish on its website a policy on the protection of the rights and interests of consumers or other stakeholders to prevent its products and services from directly or indirectly damaging the rights and interests, health, and safety of consumers or other stakeholders. Where there are media reports, or sufficient facts to determine, that the Company's products or services are likely to pose any hazard to the safety and health of consumers or other stakeholders, the Company shall, within 30 days, recall those products or suspend the services, verify the facts and present a review and improvement plan. The responsible unit of the Company shall report the event as in the preceding paragraph, actions taken, and subsequent reviews and corrective measures taken to the board of directors.

15.Non-disclosure agreement

All Company personnel shall adhere to the provisions of the Securities and Exchange Act, and may not take advantage of undisclosed information of which they have learned to engage in insider trading. Personnel are also prohibited from divulging undisclosed information to any other party, in order to prevent other party from using such information to engage in insider trading. Any organization or person outside of the Company that is involved in any merger, demerger, acquisition and share transfer, major memorandum of understanding, strategic alliance, other business partnership plan, or the signing of a major contract by the Company shall be required to sign a non-disclosure agreement in which they undertake not to disclose to any other party any trade secret or other material information of the Company acquired as a result, and that they may not use such information without the prior consent of the Company.

16.Announcement of policy of ethical management to outside parties

The Company shall disclose its policy of ethical management in its internal rules, annual reports, on the company's websites, and in other promotional materials, and shall make timely announcements of the policy in events held for outside parties such as product launches and investor press conferences, in order to make its suppliers, customers, and other business-related institutions and personnel fully aware of its principles and rules with respect to ethical management.

17.Ethical management evaluation prior to development of commercial relationships

Before developing a commercial relationship with another party, such as an agent, supplier, customer, or other counterparty in commercial dealings, the Company shall evaluate the legality and ethical management policy of the party and ascertain whether the party has a record of involvement in unethical conduct, in order to ensure that the party conducts business in a fair and transparent manner and will not request, offer, or take bribes.

When the Company carries out the evaluation under the preceding paragraph, it may adopt appropriate audit procedures for a review of the counterparty with which it will have commercial dealings with respect to the following matters, in order to gain a comprehensive knowledge of its ethical management:

(1) The enterprise's nationality, location of business operations, organizational structure, and management policy, and place where it will make payment.

(2) Whether the enterprise has adopted an ethical management policy, and the status of its

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implementation.

(3) Whether enterprise's business operations are located in a country with a high risk of corruption.
(4) Whether the business operated by the enterprise is in an industry with a high risk of bribery.
(5) The long-term business condition and degree of goodwill of the enterprise.
(6) Consultation with the enterprise's business partners on their opinion of the enterprise.
(7) Whether the enterprise has a record of involvement in unethical conduct such as bribery or

illegal political contributions.

18.Statement of ethical management policy to counterparties in commercial dealings

Any personnel of the Company, when engaging in commercial activities, shall make a statement to the trading counterparty about Company's ethical management policy and related rules, and shall clearly refuse to provide, promise, request, or accept, directly or indirectly, any improper benefit in whatever form or name.

19.Avoidance of commercial dealings with unethical operators

All personnel of the Company shall avoid business transactions with an agent, supplier, customer, or other counterparty in commercial interactions that is involved in unethical conduct. When the counterparty or partner in cooperation is found to have engaged in unethical conduct, the personnel shall immediately cease dealing with the counterparty and blacklist it for any further business interaction in order to effectively implement Company's ethical management policy.

20.Stipulation of terms of ethical management in contracts

Before entering into a contract with another party, the Company shall gain a thorough knowledge of the status of the other party's ethical management, and shall make observance of the ethical management policy of the Company part of the terms and conditions of the contract, stipulating at the least the following matters:

(1) When a party to the contract becomes aware that any personnel has violated the terms and

conditions pertaining to prohibition of acceptance of commissions, rebates, or other improper benefits, the party shall immediately notify the other party of the violator's identity, the manner in which the provision, promise, request, or acceptance was made, and the monetary amount or other improper benefit that was provided, promised, requested, or accepted. The party shall also provide the other party with pertinent evidence and cooperate fully with the investigation. If there has been resultant damage to either party, the party may claim from the other party 20 percent of the contract price as damages, and may also deduct the full amount of the damages from the contract price payable.

(2) Where a party is discovered to be engaged in unethical conduct in its commercial activities,

the other party may terminate or rescind the contract unconditionally at any time.

(3) Specific and reasonable payment terms, including the place and method of payment and the requirement for compliance with related tax laws and regulations.

21.Handling of unethical conduct by personnel of the Company

As an incentive to insiders and outsiders for informing of unethical or unseemly conduct, this

Corporation will grant a reward of not more than NT$ 100,000 depending the seriousness of the

circumstance concerned. Insiders having made a false report or malicious accusation shall be

subject to disciplinary action and be removed from office if the circumstance concerned is

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material.

The Company shall internally establish and publicly announce on its website and the intranet,

or provide through an independent external institution, an independent mailbox or hotline, for

Company insiders and outsiders to submit reports.

A whistleblower shall at least furnish the following information:

(1) The whistleblower’s name and I.D. number, and an address, telephone number and e-mail

address where it can be reached.

(2) The informed party's name or other information sufficient to distinguish its identifying

features.

(3) Specific facts available for investigation.

Company personnel handling whistle-blowing matters shall represent in writing they will keep the whistleblowers’ identity and contents of information confidential. The Company also undertakes to protect the whistleblowers from improper treatment due to their whistle-blowing.

The responsible unit of the Company shall observe the following procedure:

(1) An information shall be reported to the department head if involving the rank and file and to an independent director or supervisor if involving a director or a senior executive. (2) The responsible unit of the Company and the department head or personnel being reported to in the preceding subparagraph shall immediately verify the facts and, where necessary, with the assistance of the legal compliance or other related department. (3) If a person being informed of is confirmed to have indeed violated the applicable laws and regulations or the Company's policy and regulations of ethical management, this Corporation shall immediately require the violator to cease the conduct and shall make an appropriate disposition. When necessary, the Company will institute legal proceedings and seek damages to safeguard its reputation and its rights and interests. (4) Documentation of case acceptance, investigation processes and investigation results shall be retained for five years and may be retained electronically. In the event of a suit in respect of the whistleblowing case before the retention period expires, the relevant information shall continue to be retained until the conclusion of the litigation. (5) With respect to a confirmed information, the Company shall charge relevant units with the task of reviewing the internal control system and relevant procedures and proposing corrective measures to prevent recurrence. (6) The responsible unit of the Company shall submit to the board of directors a report on the whistleblowing case, actions taken, and subsequent reviews and corrective measures.

22.Actions upon event of unethical conduct by others towards the Company

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If any personnel of the Company discovers that another party has engaged in unethical conduct towards Company, and such unethical conduct involves alleged illegality, Company shall report the relevant facts to the judicial and prosecutorial authorities; where a public service agency or public official is involved, the Company shall additionally notify the governmental anti-corruption agency.

23.Establishment of a system for rewards, penalties, and complaints, and related

disciplinary measures

The responsible unit of the Company shall organize an awareness session each year and arrange for the chairperson, general manager, or senior management to communicate the importance of ethics to its directors, employees, and mandataries.

The Company shall link ethical management to employee performance evaluations and human resources policy, and establish clear and effective systems for rewards, penalties, and complaints.

If any personnel of the Company seriously violates ethical conduct, Company shall dismiss the personnel from his or her position or terminate his or her employment in accordance with applicable laws and regulations or the personnel policy and procedures of the Company.

The Company shall disclose on its intranet information the name and title of the violator, the date and details of the violation, and the actions taken in response.

24.Enforcement

These Procedures and Guidelines, and any amendments hereto, shall be implemented after adoption by resolution of the board of directors, and shall be delivered to each supervisor and reported to the shareholders meeting.

When these Procedures and Guidelines are submitted to the board of directors for discussion, each independent director's opinions shall be taken into full consideration, and their objections and reservations expressed shall be recorded in the minutes of the board of directors meeting. An independent director that is unable to attend a board meeting in person to express objection or reservation shall provide a written opinion before the board meeting unless there is a legitimate reason to do otherwise, and the opinion shall be recorded in the minutes of the board of directors meeting.

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Appendix 6

REGAL HOLDING CO., LTD. Regulations Governing Election of Directors

Article 1 To establish a well-functioning election system for the Directors of the Company, Regulations Governing Election of Directors (the “Regulations”) are enacted in accordance with laws and rules for Taipei exchange listed companies. The capitalized terms in the Regulations shall have the same meaning as prescribed in the Articles of Association of the Company, inclusive of the revised or updated versions (collectively hereinafter “the Articles of Association”)
Article 2 In the election of directors of this Company, each share shall have voting rights equivalent to the number of seats to be elected and such voting rights can be combined to vote for one person or divided to vote for several persons.
Article 3 The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders’ meeting.
Article 4 Before the election begins, the chairman shall appoint several persons to perform the respective duties of vote monitoring and counting personnel.
Article 5 The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article 6 If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.
Where a juristic person acts as a shareholder of a company, its authorized representative may also be elected as a director or supervisor of the company. If there is a plural number of such authorized representatives, each of them may be so elected.
Article 7 Independent Directors and non-Independent Directors shall be elected in the same election, but the respective votes shall be separately calculated to determine the elected Independent Directors and non-Independent Directors.
Article 7-1 While the shares of the company are traded in ESM or listed on Taipei Exchange or Taiwan Stock Exchange, the election of independent directors of this Corporation shall comply with Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
Article 8 A ballot is invalid under any of the following circumstances: 1. The ballot is not prepared according to this Regulation.
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A blank ballot is placed in the ballot box.
The handwriting is unclear and indecipherable or has been altered.
The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name or identity card number does not match.
Other words or marks are written in addition to the candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted.
The name of the candidate or identity card number is not provided in the ballot to identify such individual.
The number of write-in candidates is more than one candidate.
Article 9 The Directors of the Company shall be persons of legal ability elected in the Shareholders’ Meeting. The number of directors will be as specified in the Articles, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chairman drawing lots on behalf of any person not in attendance.

When the candidate has been the Director subject to section one, he/she shall decide to be a Director or upon further verification, it is confirmed that the personal information of an elected Director is inconsistent or that the election of an elected Director shall be null pursuant to the Taiwan Corporate Governance Best-Practice Principles for TWSE/Taipei Exchange Listed Companies, the candidate receiving second most votes to such Director in the same general Shareholder Meeting shall be elected to fill the vacancy.

While the Company has established the Audit Committee, there will be no election for supervisors.

Article 10 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation shall be announced by the chairman on the site.

Article 11 The election shall be null and invalid while there is incompatible to Paragraph 3 and 4 of Article 26-3 of Taiwan’s Securities and Exchange Act.

Article 12 The board of directors of the Company shall issue notifications of appointment to the persons elected as directors.

Article 13 Enforcement and amendment to these Regulations shall be subject to approval of the Board of directors and which shall be further approved by Ordinary Resolution at a Shareholders’ Meeting.

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Appendix 7

REGAL HOLDING CO., LTD. Current Shareholding of All Directors

As of April 19[th] , 2020, 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:

following:
Title	Name	Date Elected	Shareholding owned when elected		Shareholding owned Currently
			shares	% (Note1)	shares	% (Note 2)
Chairman	Representative of SOLAR JEWELERS GROUP Corp.: PHACHARAPON PHAIBOONSUNTORN	2019.06.28	13,760,000	35.74%	13,760,000	35.83%
Director	Ausrine Marketing Corp.	2019.06.28	1,276,800	3.32%	1,276,800	3.33%
Director	HYPERION TRADING Co., Ltd.	2019.06.28	1,463,682	3.80%	1,463,682	3.81%
Director	ORLOG GLOBAL Co., Ltd.	2019.06.28	889,117	2.31%	889,117	2.32%
Director	UNIQUE GLOBAL INVESTMENT Inc.	2019.06.28	398,000	1.03%	398,000	1.04%
Director	SU, CHUNG-PEI	2019.06.28	-	-	-	-
Independent Director	LEE, TSUNG-PEI	2019.06.28	-	-	-	-
Independent Director	YEH, KUANG-CHOU	2019.06.28	-	-	-	-
Independent Director	GUAN, JYH-LIANG	2019.06.28	-	-	-	-
Shareholding of all Directors		Total	17,787,599	46.20%	17,787,599	46.32%

Note 1: The total amounts of issued shares as of April 30th, 2019 were 38,500,000 shares. Note 2: The total amounts of issued shares as of April 19[th] , 2020 are 38,400,000 shares. Note 3: The Article 26 of the Securities and Exchange Act is inapplicable to the Company.

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Appendix 8

REGAL HOLDING CO., LTD.

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

Subject to article 172-1 of the Company Act, shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of a company may propose to a company a proposal for discussion at a regular shareholders' meeting, provided that only one matter shall be allowed in each single proposal, and the number of words of a proposal to be submitted by a shareholder shall be limited to not more than three hundred (300) words. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the regular shareholders' meeting whereat his proposal is to be discussed and shall take part in the discussion of such proposal.
The period for shareholders to submit proposals to be discussed at the meeting this year is from April 13[rd] , 2020 to April 23[rd] , 2020. The proposals must be sent to the Company before 5 P.M., April 23[rd] , 2020. 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.
162 -

AI assistant

RH — AGM Information 2020

52432_rns_2020-07-29_58bc4597-4797-4d38-8801-9c45585b76f8.pdf

REGAL HOLDING CO., LTD.

Annual General Shareholders’ Meeting 2020

Meeting Handbook

Table of Contents

REGAL HOLDING CO., LTD.

Agenda for Annual General Shareholders’ Meeting 2020

Newly Elected Directors

8. Extemporary Motions

9. Adjournment

Report Items

Proposal (1)

Proposal (2)

Proposal (4)

Ratifications

Discussion Items

Election Item

Other Proposal

Extemporary Motions

Adjournment

REGAL HOLDING CO., LTD.

Business Report 2019

REGAL HOLDING CO., LTD.

Audit Committee’s Review Report

REGAL HOLDING CO., LTD.

Comparison Table of “Rules of Procedures for Directors’ Meetings” Before and After Revision

Reasonableness Explanation of Distribution Compensation of

Directors 2019

CPA Audit Report and Financial Report 2019

CPA Audit Report and Financial Report 2019

CPA Audit Report and Financial Report 2019

CPA Audit Report and Financial Report 2019

CPA Audit Report and Financial Report 2019

REGAL HOLDING CO., LTD. Comparison Table of “Articles of Association” Before and After Revision

REGAL HOLDING CO., LTD. Comparison Table of “Rules of Procedures for Shareholders’ Meetin s” Before and After Revision g

REGAL HOLDING CO., LTD.

Comparison Table of “ Ethical Corporate Management Best Practice

Princi les” Before and After Revision p

4.7 Ethical management and Added commercial activities

REGAL HOLDING CO., LTD.

Comparison Table of “Procedures for Ethical Management and Guidelines for Conduct” Before and After Revision

List of Candidates of 4[th] Term of Directors and Independent Directors

REGAL HOLDING CO., LTD.

List of Proposal of Removal the Non-Compete Restriction Against the Newly Elected Directors

COMPANIES LAW (REVISED) 開曼群島公司法（及其修正）

COMPANY LIMITED BY SHARES 股份有限公司

AMENDED AND RESTATED ARTICLES OF ASSOCIATION 修訂及重述章程

OF

REGAL HOLDING CO., LTD.

Table A 表格 A INTERPRETATION 釋義

REGISTRATION OF SHARES 股份登記

ORDINARY RESOLUTION, SPECIAL RESOLUTION AND SUPERMAJORITY RESOLUTION 普通決議、特別決議及重度決議

DIVIDENDS AND CAPITALISATION 股息及撥充資本

MEETINGS OF THE BOARD OF DIRECTORS 董事會

TENDER OFFER AND ACCOUNTS 公開收購及帳簿

AMENDED AND RESTATED ARTICLES OF ASSOCIATION 修訂及重述章程 OF

REGAL HOLDING CO., LTD.

Table A 表格 A

1. Definitions

定義

SHARES

3. Redemption and Purchase of Shares 贖回及買回股份

4. Rights Attaching to Shares

6. Preferred Shares 特別股

REGISTRATION OF SHARES 股份登記

8. Registered Holder Absolute Owner 登記持有人為絕對所有人

9. Transfer of Registered Shares 記名股份轉讓

10. Transmission of Registered Shares 記名股份移轉

ORDINARY RESOLUTION, SPECIAL RESOLUTION AND SUPERMAJORITY RESOLUTION 普通決議、特別決議及重度決議

11. Alteration of Capital 變更資本

12. Special Resolution and Supermajority Resolution 特別決議及重度決議

13. Variation of Rights Attaching to Shares 股份權利之變更

DIVIDENDS AND CAPITALISATION 股息及撥充資本

14. Dividends

股息

15. Capital Reserve and Power to Set Aside Profits 資本公積及盈餘之提撥

16. Method of Payment 付款方式

17. Capitalisation 撥充資本

RH AGM Information 2020

Comparison Table of `“` Ethical Corporate Management Best Practice